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UNIVERSITY  OF  N.C.  AT  CHAPEL  HILL 


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FOR  USE  ONLY  IN 
THE  NORTH  CAROLINA  COLLECTION 


XtiiS  BILE  HAS  6ctM  wnoKOFILMEft 


CHARTER 


AMENDMENTS  THERETO 


North  Carolina  Railroad  Co., 


WITH    THE 


MORTGAGE  AND  LEASE. 


RALEIGH  : 

Edwards  &  Broughton,  Power  Printers  and  Binders. 

1887. 


CHARTER 


AMENDMENTS  THERETO 


North  Carolina  Railroad  Co., 


WITH     THE 


MORTGAGE   AND  LEASE. 


RALEIGH  : 

Edwards  &  Broughton,  Power  Printers  and  Binders. 

1887. 


Digitized  by  the  Internet  Archive 

in  2012  with  funding  from 

University  of  North  Carolina  at  Chapel  Hill 


http://www.archive.org/details/charteramendment1887 


CHARTER 


North  Carolina  Railroad  Co. 


INDEX  TO  SECTIONS. 

Section. 

i   Incorporates  Company  with  capital  of  $3,000,000. 

2  Route  of  Road,  from  Wilmington  Road  to  Charlotte, 

3  Appoints  Commissioners   for  creating  Stock  and  opening  Books  of   Sub- 

scription. 

4  Books,  when  and  how  long  to  be    kept  open  ;   amount  of  shares,  five  dol- 

lars of  which  to  be   paid  down  ;  to   be   paid   over    to   General  Commis- 
sioners. 

5  Duty  of  General  Commissioners  in  keeping  open  Books,  and  when  $1,000,- 

000  shall  be  subscribed. 

6-7  Corporate  rights  and  powers — Notice  of  process. 

8  Provision  for  first  and  subsequent  General  Meetings,  election  of  Direc- 
tors, &c. 

9,  10,  11,  12,  13  Number  of,  and  manner  of  voting  for  Directors,  election 
of  President,  and  quorum  at  General  Meetings  :  Votes  and  Proxies. 

14  Return  to  be  made  by  General  Commissioners,  and  penalty. 

15  Vacancies  in  Board,  to  be  filled  by  Directors. 

16  Authentication  of  Contracts. 

17  Construction  and  use  of  Road  ;  when  any  section  is  completed. 
iS   Right  and  charges  for  transportation  of  goods  or  passengers. 

19  Company  may  farm  outright,  and  made  common  carrier. 

20  Manner  of  Calling  for  and  enforcing  payments  of  Stock. 

21  Debt  of  deceased  Stockholders,  equal  dignity  with  judgments. 

22  Certificates  of  Stock  shall  be  issued,  and  how  transferred. 

23  Capital  may  be  increased,  and  how. 

24  Directors  to  make  Annual  Report,  and  may  call  Meetings. 

25  Company  may  purchase  and  hold  Land. 

26  May  cross  Roads  and  Streams.      Proviso. 

27  Proceedings  in  valuing  land. 

2S  Number  of  feet  of  Land  condemned. 


(4) 


Section. 

29  Absence  of  contract  for  lands,  provision  for. 

30  Land  not  heretofore  granted,  provision  for. 

31  and  32   Penalties  for  intrusion  and  malicious  injuries. 

33,  34  and  35   Of  obstructions  of  Road,   storage   and  carriage  of  goods,  and 
dividends. 

36  Provides  for  subscription  on  behalf  of  the  State. 

37  and  38   Provides  for  borrowing,  and  manner  of  borrowing  money. 

39  Duties  of  Comptroller  and  Treasurer  relative  to  registering  Certificates. 

40  Treasurer  to  advertise  for  Proposals,  &c. 

41  and  42   Pledge  faith  of  State  and  make  certificates  transferable. 

43  and  44  Appointment  of  State  Directors,  and   Officers  exempt   from   must- 
ering. 

45  For  putting  Raleigh  &  Gaston  Road  in  Repair,  company  incorporated. 

46  Conditions  on  which  they   shall  have   one   half  the    Road,  and  be  exempt 

from  liabilities.  &c. 

47  Mortgage  to  purchase  part  of  the  Iron. 

48  If  terms  not  excepted,  others  incorporated. 

49  Authorizes  State  subscription   for  connecting  with  other  Road. 

50  Reserved  power  of  the  General  Assembly. 

51  Appropriations  for  improving  the  Neuse  and  Tar  Rivers. 

52  Junction  of   Roads. 

53  Limit  for  commencement  of  work,  three  years. 


CHARTER. 


SECTION  i.  Be  it  enacted  by  the  General  Assembly  of  the 
State  of  North  Carolina,  and  it  is  hereby  enacted  by  the  au- 
thority of  the  same,  That  for  the  purpose  of  effecting  a  rail- 
road communication  between  the  Wilmington  and  Raleigh 
Railroad,  where  the  same  passes  over  the  Neuse  river,  in  the 
county  of  Wayne,  and  the  town  of  Charlotte,  in  this  State, 
the  formation  of  a  corporate  company,  with  a  capital  stock 
of  three  millions  of  dollars,  is  hereby  authorized,  to  be  called 
"The  North  Carolina  Railroad  Company,"  and  when  formed 
in  compliance  with  the  conditions  hereinafter  prescribed,  to 
have  a  corporate  existence  as  a  body  politic  in  perpetuity. 

Sec.  2.  That  the  said  company  be,  and  the  same  is  hereby, 
authorized  to  construct  a  railroad  from  the  Wilmington  and 
Raleigh  Railroad,  where  the  same  passes  over  Neuse  river, 
in  the  county  of  Wayne,  via  Raleigh,  and  thence  the  most 
practicable  route  via  Salisbury,  in  the  county  of  Rowan,  to 
the  town  of  Charlotte,  in  the  county  of   Mecklenburg. 

Sec.  3.  That  for  the  purpose  of  creating  the  capital  stock 
of  said  company,  the  following  persons  be,  and  the  same  are 
hereby  appointed  commissioners,  viz.  :  Joseph  H.  Wilson, 
of  Charlotte  ;  William  C.  Means,  of  Concord  ;  John  B.  Lord,' 
of  Salisbury  ;  Richard  Washington,  of  Waynesboro  ;  John 
McLeod,  of  Smithfield ;  George  W.  Mordecai,  Raleigh  ; 
Henry  B.  Elliott,  Randolph  ;  James  M.  Leach,  Lexington  ; 
John  M.  Morehead,  Greensboro;  William  A.  Graham,  Hills- 
boro  ,  Nathan  A.  Stedman,  Pittsboro  ;  Edward  B.  Dudley, 
Wilmington  ;  Alonzo  P.  Jerkins,  Newbern  ;  Samuel  P.  Har- 
grave,  Lexington  ;  Archibald  G.  Carter,  Davie.  That  it 
shall   be  lawful  to  open    Books  in  the  town    Wilmington, 


(6) 

under  the  direction  of  William  C.  Bettencourt,  W.  A. 
Wright,  Daniel  B.  Baker,  Henry  T.  Nutt,  P.  K.  Dickinson, 
Gilbert  Potter  and  William  Peden,  or  any  three  of  them  ;  at 
Charlotte,  under  the  direction  of  David  Parks,  John  A. 
Young,  Jas.  W.  Osborne,  Joseph  H.  Wilson,  William  Elms 
and  William  F.  Davidson,  or  any  three  of  them  ;  at  Raleigh, 
under  the  direction  of  Josiah  0.  Watson,  Duncan  K.  Mc- 
Rae,  William  W.  Holden,  Thomas  J.  Lemay  and  Charles  L. 
Hinton,  or  any  three  of  them  ;  at  Gaston,  under  the  direc- 
tion of  Edmund  Wilkins,  Willis  Sledge,  Benjamin  W.  Ed- 
wards and  James  Gresham,  or  any  three  of  them  ;  at  War- 
renton,  under  the  direction  of  William  Eaton,  Daniel  Tur- 
ner, Peter  R.  Davis,  William  Plummer  and  Thomas  T. 
Twitty,  or  any  three  of  them  ;  at  Ridgeway,  under  the  di- 
rection of  George  D.  Baskerville,  Weldon  N.  Edwards, 
Michael  Collins  and  Alexander  B.  Hawkins,  or  any  three  of 
them  ;  at  Henderson,  under  the  direction  of  John  S.  Eaton, 
John  D.  Hawkins,  William  Uandriers,  Demetrius  E.  Young, 
or  any  three  of  them  ;  at  Franklinton,  under  the  direction 
of  Edward  T.  Fowlkes,  William  H.  Simms,  or  any  three  of 
them  ;  at  Hillsboro,  under  the  direction  of  D.  F.  Long, 
John  Berry,  Edward  Strudwick  and  Col.  Cadvvallader  Jones, 
or  any  three  of  them  ;  at  Chapel  Hill,  under  the  direction  of 
Elisha  Mitchell,  William  H.  Merritt,  Jesse  Hargrave  and  P. 
H.  McDade,  or  any  three  of  them  ;  at  Ashboro,  under  the 
direction  of  Henry  B.  Elliott,  Alexander  Hogan,  Jesse  Har- 
per, Jonathan  Worth,  or  any  three  of  them  ;  at  Greensboro, 
under  the  direction  of  John  M.  Morehead,  John  A.  Gilmer, 
Wilson  S.  Hill,  John  A.  Mebane  and  Jesse  Lindsay,  or  any 
three  of  them  ;  at  Jamestown,  under  the  direction  of  Rich- 
ard Mendenhall,  George  C.  Mendenhall,  S.  G.  Coffin,  J.  W. 
Field,  or  any  three  of  them  ;  at  Haywood,  under  the  direc- 
tion of  Robert  Faucett,  P.  Evans  and  John  Williams;  at 
Pittsboro,  under  the  direction  of  J.  A.  Stedman,  Green  Wo- 
mack,  S.  McClennahan  and  Joseph  Ramsay,  or  any  three  of 
them  ;  at  Carthage,  under  the  direction  of  A.  Currie,  John 


(7) 

M.  Morrison,  Cornelius  Dowd,  and  J.  D.  McNeill,  or  any 
three  of  them;  at  Lexington,  under  the  direction  of  Wil- 
liam R.  Holt,  James  M.  Leach,  Charles  L.  Paine,  or  any 
three  of  them  ;  at  Smithfield,  under  the  direction  of  John 
McLeod,  Bythan  Bryan,  L.  B.  Sanders,  Baldy  Sanders. 
Thaddeus  W.  Whitley,  or  any  three  of  them  ;  at  Salisbury 
under  the  direction  of  Archibald  H.  Caldwell,  Charles  F. 
Fisher,  Horace  L.  Robards,  Maxwell  Chambers  and  Thomas 
L.  Cowan,  or  any  three  of  them  :  at  Statesville,  under  the 
direction  of  Theophilus  Falls,  William  F.  Cowan,  Thomas 
A.  Allison,  or  any  three  of  them  ;  at  Concord,  under  the 
direction  of  Rufus  Barringer,  Kiah  P.  Harris,  Daniel  Cole- 
man, R.  W.  Foard  and  Caleb  Phifer,  or  any  three  of  them  ; 
at  Mocksville,  under  the  direction  of  John  A.  Lillington, 
Gustavus  A.  Miller,  Archibald  G.  Carter  and  Lemuel 
Bingham,  or  any  three  of  them  ;  at  Salem,  under  the  direc- 
tion of  Francis  Fries,  John  Vogler,  Thomas  J.  Wilson,  John 
Blackbourn,  or  any  three  of  them  ;  whose  duty  it  shall  be 
to  direct  the  opening  of  books  for  subscription  of  stock,  at 
such  times  and  places,  and  under  the  direction  of  such  per- 
sons as  they,  or  a  majority  of  them,  may  deem  proper;  and 
the  said  commissioners  shall  have  power  to  appoint  a  chair- 
man of  their  body,  treasurer,  and  all  other  officers,  and  to 
sue  for  and  recover  all  sums  of  money  that  ought,  under 
this  act,  to  be  received  by  them. 

SEC.  4.  That  all  persons  who  may  hereafter  be  authorized 
to  open  books  for  subscription  of  stock  by  the  commission- 
ers herein  appointed  for  that  purpose,  shall  open  said  books 
at  any  time  after  the  ratification  of  this  act,  twenty  days' 
previous  notice  being  given  in  some  one  or  more  of  the 
public  newspapers  in  this  State  ;  and  that  said  books,  when 
opened,  shall  be  kept  opened  for  the  space  of  thirty  days  at 
least,  and  as  long  thereafter  as  the  commissioners  first  above 
named  shall  direct  ;  and  that  all  subscription  of  stock  shall 
be  in  shares  of  one  hundred  dollars,  the   subscriber  paying 


(8) 

at  the  same  time  of  making  such  subscription  five  dollars  on 
each  share  thus  subscribed,  to  the  person  or  persons  author- 
ized to  receive  such  subscription  ;  and  in  case  of  failure 
to  pay  said  sum,  all  such  subscriptions  shall  be  void  and  of 
no  effect  ;  and  upon  closing  the  books,  all  such  sums  as 
shall  have  been  thus  received  of  subscribers  on  the  first  cash 
instalment,  shall  be  paid  over  to  the  General  Commissioners 
named  in  the  third  section  of  this  Act  by  the  persons  re- 
ceiving them;  and  for  failure  thereof  such  person  or  persons 
shall  be  personally  liable  to  said  General  Commissioners  be- 
fore the  organization  of  said  company  and  to  the  company 
itself  after  its  organization,  to  be  recovered  in  the  Superior 
Court  of  law  within  the  State,  in  the  county  where  such  de- 
linquent resides,  or  if  he  reside  in  any  other  State,  then  in 
any  court  in  such  State  having  competent  jurisdiction  :  The 
said  General  Commissioners  shall  have  power  to  call  on  and 
require  all  persons  empowered  to  receive  subscriptions  of 
stock  at  any  time  and  from  time  to  time,  as  a  majority  of 
them  may  think  proper,  to  make  a  return  of  the  stock  by 
them  respectively  received,  and  to  make  payment  of  all 
sums  of  money  made  by  the  subscribers  that  all  persons  re- 
ceiving subscriptions  of  stock  shall  pass  a  receipt  to  the 
subscriber  or  subscribers  for  the  payment  of  the  first  instal- 
ment, as  heretofore  required  to  be  paid  ;  and  upon  their  set- 
tlement with  the  General  Commissioners  as  aforesaid,  it 
shall  be  the  duty  of  the  said  General  Commissioners  in  like 
manner  to  pass  their  receipt  for  all  sums  thus  received,  to 
the  persons  from  whom  received  ;  and  such  receipts  shall  be 
taken  and  held  to  be  good  and  sufficient  vouchers  to  the 
persons  holding  them  :  That  subscriptions  of  stock  thus 
received  to  an  amount  not  exceeding. 

SEC.  5.  It  shall  be  the  duty  of  said  General  Commission- 
ers to  direct  and  authorize  the  keeping  open  of  books  for 
the  subscription  of  stock  in  the  manner  above  described, 
until  the  sum  of  one  million  of  dollars  shall  have  been  sub- 


(9) 

scribed  to  the  capital  stock  of  said  company  ;  and  as  soon 
as  the  said  sum  of  one  million  dollars  shall  have  been  sub- 
scribed, and  the  first  installment  of  five  dollars  per  share  on 
said  sum  shall  have  been  received  by  the  General  Commis- 
sioners, said  company  shall  be  regarded  as  formed,  and  the 
said  commissioners,  or  a  majority  of  them,  shall  sign  and 
seal  a  duplicate  declaration  to  that  effect,  with  the  names 
of  the  subscribers  appended,  and  cause  one  of  the  said  du- 
plicates to  be  deposited  in  the  office  of  the  Secretary  of 
State,  and  thenceforth,  from  the  closing  of  the  books  of 
subscription  as  aforesaid,  the  said  subscribers  to  the  stock 
shall  form  one  body  politic  and  corporate,  in  deed  and  in 
law,  for  the  purposes  aforesaid,  by  the  name  and  style  of 
"  The  North  Carolina  Railroad  Company." 

Sec.  6.  That  whenever  the  sum  of  one  million  of  dollars 
shall  be  subscribed  in  manner  and  form  aforesaid,  the  sub- 
scribers, their  executors,  administrators  and  assigns,  shall  be, 
and  they  are  hereby,  declared  to  be  incorporated  into  a 
company  by  the  name  and  style  of  "  The  North  Carolina 
Railroad  Company;"  and  by  that  name  shall  be  capable  in 
law  and  equity,  of  purchasing,  holding,  selling,  leasing  and 
conveying  estates,  real,  personal  and  mixed,  and  acquiring 
the  same  by  gift  or  devise,  so  far  as  shall  be  necessary  for 
the  purposes  embraced  within  the  scope,  object  and  intent 
of  their  charter  and  no  further;  and  shall  have  perpetual 
succession,  and  by  their  corporate  name  may  sue  and  be 
sued,  plead  and  be  impleaded  in  any  Court  of  Law  and 
Equity  in  the  State  of  North  Carolina  ;  and  may  have  and 
use  a  common  seal,  which  they  may  alter  and  renew  at 
pleasure  ;  and  shall  have  and  enjoy  all  other  rights  and  im- 
munities which  other  corporate  bodies  may,  and  of  right  do 
exercise  ;  and  may  make  all  such  by-laws,  rules  and  regula- 
tions as  are  necessary  for  the  government  of  the  corpora- 
tion, or  effecting  the  object  for  which  it  is  created,  not  in- 
consistent with  the  Constitution  and  laws  of  the  United 
States  and  the  State  of   North  Carolina. 


(IO) 

SEC.  7.  That  notice  of  process  upon  the  principal  agents 
of  said  company,  or  the  President  or  any  of  the  Directors 
thereof,  shall  be  deemed  and  taken  to  be  due  and  lawful 
notice  of  service  of  process  upon  the  company,  so  as  to 
bring  it  before  any  court  within  the  State  of  North  Caro- 
lina. 

Sec.  8.  That  as  soon  as  the  sum  of  one  million  of  dollars 
shall  have  been  subscribed  in  manner  aforesaid,  it  shall  be 
the  duty  of  the  General  Commissioners,  appointed  under 
the  third  section  of  this  Act.  to  appoint  a  time  for  the 
stockholders  to  meet  at  Salisbury,  in  Rowan  county,  which 
they  shall  cause  to  be  previously  published,  for  the  space 
of  thirty  days,  in  one  or  more  newspapers,  as  they  may 
deem  proper,  at  which  time  and  place  the  stockholders  in 
person  or  proxy,  shall  proceed  to  elect  the  directors  of  the 
company,  and  to  enact  all  such  regulations  and  by-laws  as 
may  be  necessary  for  the  government  of  the  corporation 
and  the  transaction  of  its  business  :  The  persons  elected 
directors  at  this  meeting  shall  serve  such  period,  not  ex- 
ceeding one  year,  as  the  stockholders  may  direct;  and  at 
this  meeting  the  stockholders  shall  fix  on  the  day  and  place 
or  places  where  the  subsequent  election  of  directors  shall 
be  held  ;  and  such  elections  shall  henceforth  be  annually 
made  ;  but  if  the  day  of  the  annual  election  should  pass 
without  any  election  of  directors,  the  corporation  shall  not 
be  thereby  dissolved,  but  it  shall  be  lawful  on  any  otherday 
to  hold  and  make  such  election  in  such  manner  as  may  be 
prescribed  by  a  by-law  of  the  corporation. 

SEC.  9.  That  the  affairs  of  the  company  shall  be  managed 
and  directed  by  a  general  board,  to  consist  of  twelve  di- 
rectors, to  be  elected  by  the  stockholders  from  among  their 
number  at  their  first  and  subsequent  general  annual  meet- 
ings, as  prescribed  in  section  eight  of  this  act. 


(II) 

Sec.  io.  That  the  election  of  directors  shall  be  by  ballot, 
each  stockholder  having  as  many  votes  as  he  has  shares  in 
the  stock  of  said  company  ;  and  the  person  having  a  ma- 
jority of  all  the  votes  polled  shall  be  considered  as  duly 
elected. 

Sec.  ii.  That  the  President  of  the  company  shall  be 
elected  by  the  directors  from  among  their  number,  in 
such  a  manner  as  the  regulations  of  the  company  shall  pre- 
scribe. 

Sec.  12.  That  at  the  first  general  meeting  of  the  stock- 
holders, directed  to  be  called  under  section  eight  of  this 
act,  a  majority  of  all  the  shares  subscribed  shall  be  repre- 
sented before  proceeding  to  business,  and  if  a  sufficient 
number  do  not  appear  on  the  day  appointed,  those  who  do 
attend  shall  have  power  to  adjourn  from  time  to  time  until 
a  regular  meeting  shall  be  thus  formed  ;  and  at  such  meet- 
ing the  stockholders  may  provide,  by  a  by-law,  as  to  the 
number  of  stockholders  and  the  amount  of  stock  to  be  held 
by  them,  which  shall  constitute  a  quorum  for  transacting 
business  at  all  subsequent  regular  occasional  meetings  of 
stockholders  and  directors. 

Sec.  13.  That  at  all  elections,  and  upon  all  votes  taken 
in  any  general  meeting  of  the  stockholders  upon  any  by- 
law or  any  of  the  affairs  of  said  company,  each  share  of 
stock  shall  be  entitled  to  one  vote,  and  that  any  stock- 
holder in  said  company  may  vote  by  proxy  ;  and  proxies 
may  be  verified  in  such  manner  as  the  stockholders  by  by- 
laws may  prescribe. 

Sec.  14.  That  the  General  Commissioners  shall  make 
their  return  of  the  shares  of  stock  subscribed  for,  at  the 
first  general  meeting  of  stockholders,  and  pay  over  to  the 
directors  elected  at  said  meeting,  or  their  authorized  agent, 


(12) 

all  sums  of  money  received  from  subscribers,  and  for  failure 
therefor,  shall  be  personally  liable  to  said  company,  to  be 
recovered  at  the  suit  of  said  company,  in  any  of  the  Supe- 
rior Courts  of  law  in  this  State,  within  the  county  where 
such  delinquent  or  delinquents  may  reside,  and  in  like  man- 
ner from  said  delinquent  or  said  delinquents,  executors  or 
administrators,  in  case  of  his  or  their  death. 

Sec.  15.  That  the  Board  of  Directors  may  fill  all  vacan- 
cies which  may  occur  in  it  during  the  period  for  which  they 
have  been  elected,  and  in  the  absence  of  the  President  may 
fill  his  place  by  electing  a  President  pro  tempore  from  among 
their  number. 

SEC.  16.  That  all  contracts  or  agreements,  authenticated 
by  the  President  and  Secretary  of  the  Board  of  Directors, 
shall  be  binding  on  the  company  without  a  seal,  or  such  a 
mode  of  authentication  may  be  used  as  the  company,  by 
their  by-laws,  may  adopt. 

Sec.  17.  That  the  company  shall  have  power  and  may 
proceed  to  construct,  as  speedily  as  possible,  a  railroad  with 
one  or  more  tracks,  to  be  used  with  steam  power,  which 
shall  extend  from  the  Wilmington  and  Raleigh  Railroad, 
where  the  same  passes  over  Neuse  river,  in  the  county  of 
Wayne,  via  Raleigh  and  Salisbury,  to  the  town  of  Charlotte, 
in  Mecklenburg  county;  said  company  may  use  any  section 
of  the  railroad  constructed  by  them  before  the  whole  of 
said  road  shall  be  completed. 

Sec.  18.  That  the  said  company  shall  have  the  exclusive 
right  of  conveyance  or  transportation  of  persons,  goods, 
merchandise  and  produce  over  the  said  railroad,  to  be  by 
them  constructed,  at  such  charges  as  may  be  fixed  on  by  a 
majority  of  the  directors. 


(i3) 

SEC.  19.  That  the  said  company  may,  when  they  see  fit, 
farm  out  their  right  of  transportation  over  said  railroad, 
subject  to  the  rules  above  mentioned  ;  and  said  company 
and  every  person  who  may  have  received  from  them  the 
right  of  transportation  of  goods,  wares  and  produce  on  the 
said  railroad,  shall  be  deemed  and  taken  to  be  a  common 
carrier,  as  respects  all  goods,  wares,  produce  and  merchan- 
dise entrusted  to  them  for  transportation. 

SEC.  20.  That  the  Board  of  Directors  may  call  for  the 
payment  of  the  sums  subscribed  as  stock  in  said  company 
in  such  instalments  as  the  interest  of  said  company  may,  in 
their  opinion  require  ;  the  call  for  each  payment  shall  be 
published  in  one  or  more  newspapers  in  this  State  for  the 
space  of  one  month  before  the  day  of  payment  ;  and  on 
failure  of  any  stockholder  to  pay  each  instalment  as  thus 
required,  the  directors  may  sell  at  public  auction,  on  a  pre- 
vious notice  of  ten  days  for  cash,  all  the  stock  subscribed 
for  in  said  company,  by  such  stockholder,  and  convey  the 
same  to  the  purchaser  at  said  sale;  and  if  said  sale  of  stock 
do  not  produce  a  sum  sufficient  to  pay  off  the  incidental  ex- 
penses of  the  sale,  and  the  entire  amount  owing  by  such 
stockholder  to  the  company  for  such  subscription  of  stock, 
then  and  in  that  case  the  whole  of  such  balance  shall  be 
held  and  taken  as  due  at  once  to  the  company,  and  may  be 
recovered  of  such  stockholder  or  his  executors,  administra- 
tors or  assigns,  at  the  suit  of  said  company,  either  by  sum- 
mary motion  in  any  court  of  superior  jurisdiction  in 
the  county  where  the  delinquent  resides,  on  a  previous 
notice  of  ten  days  to  said  subscriber,  or  by  the  action  of  as- 
sumpsit in  any  Court  of  competent  jurisdiction,  or  by  a 
warrant  before  a  Justice  of  the  Peace,  where  the  sum  does 
not  exceed  one  hundred  dollars  ;  and  in  all  cases  of  assign- 
ment of  stock,  before  the  whole  amount  has  been  paid  to 
the  company,  then  for  all  sums  due  on  such  stock,  both  the 


(H) 

original  subscribers,  and  the  first  and  all  subsequent  as- 
signees shall  be  liable  to  the  company,  and  the  same  may- 
be recovered  as  above  described. 

SEC.  21.  That  the  debt  of  stockholders,  due  to  the  Com- 
pany for  stock  therein,  either  as  original  proprietor  or  as  first 
or  subsequent  assignee,  shall  be  considered  as  of  equal  dig- 
nity with  judgments  in  the  distribution  of  assets  of  a  de- 
ceased stockholder,  by  his  legal  representatives. 

Sec.  22.  That  said  company  shall  issue  certificates  of 
stock  to  its  members  ;  and  said  stock  may  be  transferred  in 
such  manner  and  form  as  may  be  directed  by  the  by-laws  of 
the  company. 

SEC.  23.  That  the  said  company  may,  at  any  time,  in- 
crease its  capital  to  a  sum  sufficient   to   complete  said  road, 

not  exceeding dollars,  either  by  opening  books 

for  new  stock  or  by  selling  such  new  stock,  or  by  borrowing 
money  on  the  credit  of  the  company,  and  on  the  mortgage 
of  its  charter  and  works  ;  and  the  manner  in  which  the  same 
shall  be  done  in  either  case,  shall  be  prescribed  by  the  stock- 
holders at  a  general  meeting. 

Sec.  24.  That  the  Board  of  Directors  shall  once  in  every 
year,  at  least,  make  a  full  report  on  the  state  of  the  com- 
pany, and  its  affairs  to  a  general  meeting  of  the  stockhold- 
ers, and  oftener  if  required  by  a  by-law,  and  shall  have 
power  to  call  a  general  meeting  of  the  stockholders,  when 
the  Board  may  deem  it  expedient ;  and  the  company  may 
provide,  in  their  by-laws,  for  occasional  meetings  being  call- 
ed, and  prescribe  the  mode  thereof. 

SEC.  25.  That  the  said  company  may  purchase,  have  and 
hold,  in  fee,  or  for  a  term  of  years,  any  land,  tenements,  or 
hereditaments,  which  may  be  necessary  for  the  said  road,  or 


(15) 

the  appurtenances  thereof,  or  for  the  erection  of  deposito- 
ries, storehouses,  houses  for  the  officers,  servants  or  agents 
of  the  company,  or  for  workshops  or  foundries,  to  be  used 
for  the  said  company;  or  for  procuring  stone  or  other 
materials  necessary  to  the  construction  of  the  road,  or  for 
effecting  transportation  thereon,  and  for  no  other  purposes 
whatever. 

Sec.  26.  That  the  company  shall  have  the  right,  when 
necessary,  to  conduct  the  said  road  across  or  along  any 
public  road  or  water  course:  Provided,  That  the  said  com- 
pany shall  not  obstruct  any  public  road,  without  construct- 
ing another  equally  as  good  and  as  convenient,  nor  without 
making  a  draw  in  any  bridge  of  said  road,  which  may  cross 
a  navigable  stream,  sufficient  for  the  passage  of  vessels  nav- 
igating such  stream,  which  draw  shall  be  opened  by  the 
company  for  the  free  passage  of  vessels  navigating  such 
stream. 

Sec.  27.  That  when  any  lands  or  right  of  way  may  be  re- 
quired by  said  company,  for  the  purpose  of  constructingtheir 
road,  and  for  the  want  of  agreement  as  to  the  value  thereof, 
or  from  any  other  cause  the  same  cannot  be  purchased  from 
the  owner  or  owners,  the  same  may  be  taken  at  a  valuation 
to  be  made  by  five  commissioners,  or  a  majority  of  them,  to 
be  appointed  by  any  court  of  record,  having  common  law 
jurisdiction  in  the  county  where  some  part  of  the  land  or 
right  of  way  is  situated.  In  making  the  said  valuation,  the 
said  commissioners  shall  take  into  consideration  the  loss  or 
damage  which  may  accrue  to  the  owner  or  owners  in  conse- 
quence of  the  land  or  the  right  of  way  being  surrendered, 
and  the  benefit  and  advantage  he,  she,  or  they  may  receive 
from  the  erection  or  establishment  of  the  railroad  or  work, 
and  shall  state  particularly  the  value  and  amount  of  each  ; 
and  the  excess  of  loss  and  damage,  over  and  above  the  ad- 
vantage and  benefit,  shall  form  the  measure  of  valuation  of 


(i6) 

the  said  land  or  right  of  way  :  Provided,  nevertheless,  that 
if  any  person  or  persons  over  whose  land  the  road  may  pass, 
should  be  dissatisfied  with  the  valuation  of  said  commis- 
sioners, then  and  in  that  case,  the  person  or  persons  so  dis- 
satisfied may  have  an  appeal  to  the  Superior  court,  in  the 
county  where  the  said  valuation  has  been  made,  or  in  either 
county  in  which  the  land  lies,  when  it  may  lie  in  more  than 
one  county,  under  the  same  rules,  regulations  and  restric- 
tions as  in  appeals  from  judgments  of  Justices  of  the  Peace. 
The  proceedings  of  the  said  commissioners,  accompanied 
with  a  full  description  of  the  said  land  or  right  of  way,  shall 
be  returned,  under  the  hands  and  seals  of  a  majority  of  the 
commissioners,  to  the  court  from  which  the  commission  is- 
sued, there  to  remain  a  matter  of  record.  And  the  lands  or 
right  of  way  so  valued  by  the  said  commissioners,  shall  vest 
in  the  said  company  so  long  as  the  same  shall  be  used  for 
the  purposes  of  said  railroad,  so  soon  as  the  valuation  may 
be  paid,  or,  when  refused,  may  have  been  tendered  :  Pro- 
vided, that  on  application  for  the  appointment  of  commis- 
sioners, under  this  section,  it  shall  be  made  to  appear  to 
the  satisfaction  of  the  court,  that  at  least  ten  days'  previous 
notice  has  been  given  by  the  applicant  to  the  owner  or  own- 
ers of  land  so  proposed  to  be  condemned,  or,  if  the  owner  or 
owners  be  infants  or  non  compos  mentis,  then  to  the  guardian 
of  such  owner  or  owners,  if  such  guardian  can  be  found 
within  the  county,  or  if  he  cannot  be  so  found,  then  such 
appointment  shall  not  be  made  unless  notice  of  the  applica- 
tion shall  have  been  published,  at  least  one  month  next 
preceding,  in  some  newspaper  printed  as  convenient  as  may 
be  to  the  court-house  of  the  county,  and  shall  have  been 
posted  at  the  door  of  the  court-house  on  the  first  day  at 
least  of  the  term  of  said  court,  to  which  the  application  is 
made:  Provided,  further,  that  the  valuation  provided  for 
irr  this  section,  shall  be  made  on  oath  by  the  commissioners 
aforesaid,  which  oath,  any  justice  of  the  peace,  or  clerk  of  the 
court  of  the  county  in  which  the  land  or  a  part  of  it  lies,  is 


(17) 

hereby  authorized  to  administer:  Provided,  further,  That 
the  right  of  condemnation  herein  granted  shall  not  author- 
ize the  said  company  to  invade  the  dwelling  house,  yard, 
garden  or  burial  ground  of  any  individual,  without  his 
consent. 

SEC.  28,  That  the  right  of  said  company  to  condemn  lands 
in  the  manner  described  in  the  twenty-seventh  section  of 
this  act  shall  extend  to  the  condemning  one  hundred  feet 
on  each  side  of  the  main  track  of  the  road,  measuring  from 
the  centre  of  the  same,  unless  in  case  of  deep  cuts  and  fill- 
ings, when  said  company  shall  have  power  to  condemn  as 
much  in  addition  thereto  as  may  be  necessary  for  the  pur- 
poses of  constructing  said  road  ;  and  the  company  shall  also 
have  power  to  condemn  any  appropriate  lands  in  like  man- 
ner, for  the  constructing  and  building  of  depots,  shops, 
warehouses,  buildings  for  servants,  agents  and  persons  em- 
ployed on  the  road,  not  exceeding  two  acres  in  any  one  lot 
or  station. 

Sec.  29.  That  in  the  absence  of  any  contract  or  contracts 
with  said  company,  in  relation  to  lands  through  which  the 
said  road  or  its  branches  may  pass,  signed  by  the  owner 
thereof  or  by  his  agent,  or  any  claimant  or  person  in  pos- 
session thereof,  which  may  be  confirmed  by  the  owner 
thereof,  it  shall  be  presumed  that  the  land  upon  which 
the  said  road  or  any  of  its  branches  may  be  construct- 
ed, together  with  a  space  of  one  hundred  feet  on  each 
side  of  the  centre  of  the  said  road,  has  been  granted  to  the 
said  company  by  the  owner  or  owners  thereof  ;  and  the  said 
company  shall  have  good  right  and  title  thereto,  and  shall 
have,  hold  and  enjoy  the  same  as  long  as  the  same  be  used 
for  the  purposes  of  said  road,  and  no  longer,  unless  the  per- 
son or  persons  owning  the  said  land  at  the  time^that  part 
of  the  said  road  which  may  be  on  the  said  land  was  fin- 
ished, or  those  claiming  under  him,  her  or  them,  shall  apply 


(18) 

for  an  assessment  of  the  value  of  said  lands,  as  herein  before 
directed,  within  two  years  next  after  that  part  of  the  said 
road,  which  may  be  on  said  land  was  finished;  and  in  case 
the  said  owner  or  owners,  or  those  claiming  under  him,  her 
or  them,  shall  not  apply  within  two  years  next  after  the  said 
part  was  finished,  he,  she  or  they  shall  be  forever  barred 
from  recovering  said  land  or  having  any  assessment  or  com. 
pensation  thereof :  Provided,  nothing  herein  contained  shall 
affect  the  rights  of  femes  covert  or  infants,  until  two  years 
after  the  removal  of  their  respective  disabilities. 

SEC.  30.  That  all  lands  not  heretofore  granted  to  any 
person,  nor  appropriated  by  law  to  the  use  of  the  State, 
within  one  hundred  feet  of  the  centre  of  said  road,  which 
may  be  constructed  by  the  said  company,  shall  vest  in  the 
company  as  soon  as  the  line  of  the  road  is  definitely  laid 
out  through  it,  and  any  grant  of  said  land  thereafter  shall 
be  void. 

Sec.  31.  That  if  any  person  or  persons  shall  intrude  upon 
the  said  railroad  by  any  manner  of  use  thereof,  ur  of  the 
rights  and  privileges  connected  therewith,  without  the  per- 
mission or  contrary  to  the  will  of  the  said  company,  he,  she 
or  they  may  be  indicted  for  misdemeanor,  and  upon  con- 
viction, fined  and  imprisoned  by  any  court  of  competent 
jurisdiction. 

SEC.  32.  That  if  any  person  shall  wilfully  and  maliciously 
-destroy,  or  in  any  manner  hurt,  or  damage,  or  obstruct,  or 
:shall  wilfully  and  maliciously  cause,  or  aid,  or  assist  or 
counsel  and  advise  any  other  person  or  persons  to  destroy, 
or  in  any  manner  to  hurt,  damage  or  destroy,  injure  or  ob- 
struct the  said  railroad,  or  any  bridge  or  vehicle  used  for  or 
iin  the  transportation  thereon,  any  water-tank,  warehouse,  or 
;any  other  property  of  said  company,  such  person  or  per- 
sons so  offending  shall  be  liable  to  be  indicted  therefor,  and 
on  conviction,  shall  be  imprisoned   not   more    than  six,  nor 


(19) 

less  than  one  month,  and  pay  a  fine  not  exceeding  five  hun- 
dred dollars,  nor  less  than  twenty  dollars,  at  the  discretion 
of  the  court  before  which  said  conviction  shall  take  place  ; 
and  shall  be  further  liable  to  pay  all  expenses  of  repairing 
the  same  ;  and  it  shall  not  be  competent  for  any  person  so 
offending  against  the  provisions  of  this  clause  to  defend 
himself  by  pleading  or  giving  in  evidence  that  he  was  the 
owner,  agent,  or  servant  of  the  owner  of  the  land  where 
such  destruction,  hurt,  damage,  injury  or  obstruction  was 
done,  at  the  time  the  same  was  done,  or  caused  to  be  done. 

Sec.  33.  That  every  obstruction  to  the  safe  and  free  pas- 
sage of  vehicles  on  the  said  road  or  its  branches  shall  be 
deemed  a  public  nuisance,  and  may  be  abated  as  such  by 
any  officer,  agent  or  servant  of  said  company;  and  the  per- 
son causing  such  obstruction  may  be  indicted  and  punished 
for  erecting  a  public  nuisance. 

SEC.  34.  That  the  said  company  shall  have  the  right  to 
take  at  the  storehouses  they  may  establish  on,  or  annex 
to  their  railroad  or  the  branches  thereof,  all  goods,  wares, 
merchandise  and  produce  intended  for  transportation,  pre- 
scribe the  rules  of  priority,  and  charge  and  receive  such 
just  and  reasonable  compensation  for  storage  as  they  by 
rules  may  establish  (which  they  shall  cause  to  be  published), 
or  as  may  be  fixed  by  agreement  with  the  owner,  which 
may  be  distinct  from  the  rates  of  transportation:  Provided, 
that  the  said  company  shall  not  charge  or  receive  storage 
on  goods,  wares,  merchandise  or  produce  which  may  be  de- 
livered to  them  at  their  regular  depositories  for  immediate 
transportation,  and  which  the  company  may  have  power  to 
transport  immediately. 

Sec.  35.  That  the  profits  of  the  company,  or  so  much 
thereof  as  the  general    board   may  deem    advisable,   shall, 


(20) 

when  the  affairs  of  the  company  will  permit,  be  semi-annu- 
ally divided  among  the  stockholders,  in  proportion  to  the 
stock  each  may  own. 

Sec.  36.  That  whenever  it  shall  appear  to  the  Board  of 
Internal  Improvements  of  this  State,  by  a  certificate  under 
the  seal  of  said  company,  signed  by  their  Treasurer  and 
countersigned  by  their  President,  that  one  third  have  been 
subscribed  for  and  taken,  and  that  at  least  five  hundred 
thousand  dollars  of  said  stock  has  been  actually  paid  into 
the  hands  of  said  Treasurer  of  said  company,  the  said 
Board  of  Internal  Improvements  shall  be,  and  they  are 
hereby  authorized  and  required  to  subscribe  on  behalf  of 
the  State,  for  stock  in  said  company,  to  the  amount  of  two 
million  of  dollars  to  the  capital  stock  of  said  company,  and 
the  subscription  shall  be  paid  in  the  following  manner,  to- 
wit :  The  one  fourth  part  as  soon  as  the  said  company  shall 
commence  work,  and  one  fourth  thereof  every  six  months 
thereafter,  until  the  whole  subscription  in  behalf  of  the 
State  shall  be  paid :  Provided,  the  Treasurer  and  President 
of  said  company  shall,  before  they  receive  the  aforesaid  in- 
stallments, satisfactorily  assure  the  Board  of  Internal  Im- 
provements, by  the  certificates,  under  the  seal  of  said  com- 
pany, that  an  amount  of  the  private  subscription  has  been 
paid  in  equal  proportion  to  the  stock  subscribed  by  the 
State. 

Sec.  37.  That  if  in  case  the  present  Legislature  shall  not 
provide  the  necessary  and  ample  means  to  pay  the  aforesaid 
installments  on  the  stock  subscribed  for  on  behalf  of  the 
State,  as  provided  for  in  the  36th  section  of  this  Act,  and 
in  that  event  the  Board  of  Internal  Improvements  aforesaid 
shall,  and  they  are  hereby  authorized  and  empowered  to 
borrow,  on  the  credit  of  the  State,  not  exceeding  two  mil- 
lion of  dollars,  as  the  same  may  be  needed  by  the  require- 
ments of  this  Act. 


(21) 

Sec.  38.  That  if  in  case  it  shall  become  necessary  to  bor- 
row the  money,  by  this  Act  authorized,  the  Public  Treasurer 
shall  issue  the  necessary  certificates,  signed  by  himself  and 
countersigned  by  the  Comptroller,  in  sums  not  less  than  one 
thousand  dollars  each,  pledging  the  State  for  the  payment 
of  the  sum  therein  mentioned,  with  interest  thereon  at  the 
rate  of  interest  not  exceeding  six  per  cent,  per  annum, 
payable  semi-annually,  at  such  times  and  places  as  the  Treas- 
urer may  appoint — the  principal  of  which  certificates  shall 
be  redeemable  at  the  end  of  thirty  years  from  the  time  the 
same  are  issued;  but  no  greater  amount  of  such  certificates 
shall  be  issued  at  any  one  time  than  may  be  sufficient  to 
meet  the  installment  required  to  be  paid  by  the  State  at  that 
time. 

Sec.  39.  Be  it  furtlier  enacted,  That  the  Comptroller  shall 
register  said  certificates  at  large  in  a  book  to  be  by  him  kept 
for  that  purpose,  at  the  time  he  countersigns  the  same  ;  and 
when  he  delivers  the  same  to  the  Public  Treasurer,  he  shall 
charge  him  in  his  books  with  the  amount  thereof,  and  also 
with  all  such  sums,  if  any,  as  the  Public  Treasurer  may  ob- 
tain by  way  of  premium  on  the  sale  of  the  said  certificates, 
an  account  of  which  the  Public  Treasuser  shall  render  to  the 
Comptroller,  so  soon  as  negotiations  from  time  to  time,  for 
the  sale  of  said  certificates,  are  closed. 

Sec.  40.  Be  it  furtlier  enacted,  That  if  it  shall  become 
necessary  to  issue  the  certificates  aforesaid,  the  Public 
Treasurer  shall  advertise  in  one  or  more  newspapers,  as  he 
may  think  best,  and  invite  sealed  proposals  for  such  amount 
of  the  aforesaid  sum  of  two  millions  of  dollars  as  may  be 
wanted  at  any  one  time,  and  it  shall  be  his  duty  to  accept 
those  terms  which  may  be  most  advantageous  to  the  State: 
Provided,  That  in  no  event  shall  any  of  the  said  certificates 
be  sold  for  less  than  their  par  value;  and  any  premium 
which  may  be  obtained  on  the  sale  of  said  certificates  shall 


(22) 

be  placed  in  the  Public  Treasury,  and  used  as  other  pub- 
lic funds  in  the  payment  of  interest  on  the  debt  hereby 
created. 

Sec.  41.  Be  it  further  enacted,  That  as  security  for  the 
redemption  of  said  certificates  of  debt,  the  public  faith  of 
the  State  of  North  Carolina  is  hereby  pledged  to  the  hold- 
ers thereof,  and  in  addition  thereto  all  the  stock  held  by  the 
State  in  "The  North  Carolina  Railroad  Company"  hereby 
created,  shall  be,  and  the  same  is  hereby,  pledged  for  that 
purpose;  and  any  dividends  of  profit  which  may,  from  time 
to  time,  be  declared  on  the  stock  held  by  the  State  shall  be 
applied  to  the  payment  of  the  interest  accruing  on  said  cer- 
tificates ;  but  until  such  dividends  of  profit  may  be  declared, 
it  shall  be  the  duty  of  the  Treasurer,  and  he  is  hereby  au- 
thorized and  directed  to  pay  all  such  interest  as  the  same 
may  accrue  out  of  any  moneys  in  the  Treasury  not  other- 
wise appropriated. 

Sec.  42.  Be  it  further  enacted,  That  the  certificates  of 
debt  hereby  authorized  to  be  issued,  shall  be  transferable  by 
the  holders  thereof,  their  agents  or  attorneys,  properly  con- 
stituted, in  a  book  to  be  kept  by  the  Public  Treasurer  for 
that  purpose;  and  in  every  instance,  where  a  transfer  is 
made,  the  outstanding  certificate  shall  be  surrendered  and 
given  up  to  the  Public  Treasurer,  and  by  him  cancelled,  and 
a  new  one,  for  the  amount,  issued  in  its  place  to  the  person 
to  whom  the  same  is  transferred. 

Sec.  43.  That  the  State  shall  appoint  a  number  of  Di- 
rectors in  said  company,  in  proportion  to  the  stock  sub- 
scribed, who  shall  be  appointed  by  the  Governor,  by  and 
with  the  advice  and  consent  of  his  council,  and  removed  in 
like  manner. 

SEC.  44.  That  the  following  officers  and  servants  and  per- 


(23) 

sons  in  the  actual  employment  of  the  said  company  be,  and 
they  are  hereby  exempted  from  the  performance  of  jury 
and  ordinary  military  duty:  Ths  President  and  Treasurer 
of  the  Board  of  directors,  and  chief  and  assistant  Engineers, 
the  Secretaries  and  accountants  of  the  company,  keepers  of 
the  depositories,  guard  stationed  on  the  road  to  protect  it 
from  injury,  and  such  persons  as  may  be  working  the  loco- 
motive engines  and  traveling  with  cars  for  the  purpose  of 
attending  to  the  transporting  of  produce,  goods  and  passen- 
gers on  the  road. 

Sec.  45.  Be  it  enacted,  That  for  the  purpose  of  putting 
the  Raleigh  and  Gaston  Railroad  in  good  and  complete 
order  for  the  profitable  transportation  of  persons  and  pro- 
duce, and  for  the  further  purpose  of  reviving  the  Raleigh 
and  Gaston  Railroad  Company,  Rhodes  N.  Herndon,  Thomas 
Miller,  John  S.  Eaton,  of  Granville  county;  William  J. 
Hawkins,  Weldon  N.  Edwards,  George  D.  Baskerville,  of 
Warren  county;  George  W.  Mordecai,  Richard  Smith,  W. 
W.  Holden,  of  Wake  county;  John  D.  Hawkins,  Sr.,  Allen 
C.  Perry,  John  D.  Hawkins,  Jr.,  of  Franklin  county;  and 
the  late  stockholders  of  an  obligors  for  the  Raleigh  and 
Gaston  Railroad  Company,  or  any  part  of  them,  and  such 
other  persons  and  corporations  as  may  associate  with  them, 
are  hereby  created  a  body  politic  and  corporate,  by  the 
name  and  style  of  the  Raleigh  and  Gaston  Railroad  Com- 
pany, and  by  that  name  shall  be  able  to  sue  and  be  sued, 
and  shall  have,  possess  and  enjoy  all  the  rights,  franchises, 
powers  and  privileges,  vested  in  and  granted  to  the  Raleigh 
and  Gaston  Railroad  Company,  by  an  Act,  entitled  "An 
Act  to  incorporate  the  Raleigh  and  Gaston  Railroad  Com- 
pany," passed  by  the  General  Assembly  of  this  State  on 
the day  of ,  and  shall  be  subject  to  all  the  re- 
straints, limitations,  restrictions  and  liabilities  imposed  by 
the  said  Act;  and  all  the  other  provisions  of  the  said  Act, 
so  far  as  the  same  remain  to   be   executed,  are   hereby   de- 


(24) 

clared  to  be  in  full  force  and  effect,  upon  the  following  terms 
and  conditions  nevertheless. 

Sec.  46.  Be  it  enacted,  That  whenever  the  said  persons 
and  their  associates  named  in  the  foregoing  section,  shall 
have  subscribed  the  sum  of  five  hundred  thousand  dollars, 
for  the  purposes  aforesaid,  and  shall  have  expended  the 
same  in  putting  the  Raleigh  and  Gaston  Railroad  in  com- 
plete order  with  heavy  T  iron,  or  other  iron  equally  good, 
not  weighing  less  than  fifty  pounds  to  the  yard,  then  one 
half  of  the  said  railroad,  with  all  the  machine  shops,  depots, 
water  stations,  engines,  coaches,  cars  and  every  other  prop- 
erty appertaining  to  the  railroad,  shall  be  sold,  conveyed 
and  transferred  to  the  said  subscribers,  their  heirs  and  as- 
signs, by  the  Governor,  under  the  great  seal  of  the  State; 
and  the  said  late  stockholders  and  obligors  of  the  said 
Raleigh  and  Gaston  Railroad  Company,  shall  be  and  are 
hereby  declared  to  be  forever  released  and  discharged  from 
all  liability  to  the  State,  for  and  on  account  of  the  said 
Raleigh  and  Gaston  Railroad  Company,  upon  the  payment 
of  costs  incurred.  And  the  Governor  is  hereby  authorized, 
and  it  is  declared  to  be  his  duty,  to  suspend  the  further 
prosecution  of  suits  brought  by  the  State  against  the  said 
stockholders  and  obligors,  until  it  can  be  ascertained  whether 
the  subscribers  are  willing  to  accept  the  conditions  of  this 
Act,  and  that  they  shall  be  allowed  two  years  from  the  pas- 
sage of  this  Act  to  make  known  their  determination  to  the 
Governor.  And  if  the  terms  and  conditions  of  this  Act 
shall  be  accepted,  and  the  work  commenced  within  two 
years,  and  finished  within  three  years  from  the  ratification 
of  this  Act,  then  this  Act  shall  continue  and  be  in  full  force 
for  ninety  years  and  no  longer. 

Sec.  47.  Be  it  farther  enacted,  That  if  the  conditions  of 
this  act  are  accepted,  and  the  sum  of  five  hundred  thousand 
dollars  have  been  subscribed  by  solvent   subscribers,  to  be 


(25) 

judged  of  by  the  Governor  and  Attorney-General,  then  and 
in  that  case  the  said  subscribers  shall  have  lawful  authority 
to  mortgage  one  half  of  the  said  railroad  to  enable  them  to 
obtain  the  necessary  credit  to  purchase  a  part  of  the  iron 
which  will  be  needed  for  said  road. 

Sec.  48.  Be  it  further  enacted,  That  if  the  said  subscri- 
bers shall  refuse  or  neglect  to  accept  the  terms  and  condi- 
tions of  this  act,  then  all  the  benefits  of  the  same  shall  be 
granted  to  Thomas  F.  Wyatt,  John  Campbell,  Thomas  P. 
Devereux,  Andrew  Joyner,  Weldon  N.  Edwards,  George  D. 
Baskerville  and  Alexander  Hawkins,  and  such  other  persons 
as  may  associate  with  them,  who  shall  accept  and  comply 
with  all  the  terms  and  conditions  of  the  same  ;  and  they 
and  their  successors  are  hereby  incorporated  into  a  com- 
pany, by  the  name  and  style  of  the  Raleigh  and  Gaston 
Railroad  Company,  and  by  that  name  shall  have  lawful  au- 
thority to  sue  and  be  sued,  to  hold,  possess  and  enjoy  all 
the  rights,  franchises,  powers  and  privileges  granted  by  this 
act,  and  shall  be  subject  to  all  the  restraints,  limitations, 
restrictions  and  liabilities  imposed  by  the  same. 

Sec.  49.  Be  it  enacted,  That  whenever  the  Roanoke  Rail- 
road Company,  or  the  Seaboard  and  Roanoke  Railroad 
Company,  with  or  without  the  aid  of  individuals,  shall  sub- 
scribe to  the  Raleigh  and  Gaston  Railroad  Company,  one 
half  of  the  sum  necessary  to  construct  a  railroad  from  some 
convenient  point  on  the  Raleigh  and  Gaston  Railroad,  near 
the  Littleton  depot,  or  any  point  between  that  depot  and 
Roanoke  river,  and  the  town  of  Weldon,  or  any  point  in 
the  neighborhood  thereof,  so  as  to  connect  with  the  Wil- 
mington and  Raleigh  Railroad,  and  the  Seaboard  and  Roa- 
noke Railroad,  and  shall  expend  the  said  sum  in  forming 
the  said  connection,  then  the  said  Raleigh  and  Gaston  Rail- 
road shall  be  extended  to  the  said  town  of  Weldon  or  neigh- 
borhood thereof ;  and   the    Public  Treasurer  is  hereby  au- 


(26) 

thorized  and  directed  to  subscribe  for  an  equal  sum  for  and 
in  behalf  of  the  State,  and  pay  for  such  subscription  out  of 
any  money  in  the  Treasury  not  otherwise  appropriated;  and 
for  the  want  of  such  money  in  the  Treasury,  the  Public 
Treasurer  is  hereby  authorized  to  borrow  the  sum  at  a  rate 
of  interest  not  exceeding  six  per  cent,  per  annum,  and  to 
issue  bonds  payable  at  any  time  within  ten  years  for  not 
less  than  five  hundred  dollars  each. 

Sec.  50.  And  be  it  furtJier  enacted,  That  one  of  the  con- 
ditions of  this  charter  is  that  this  General  Assembly  shall 
have  power  and  authority  at  any  future  session  to  establish, 
regulate  and  control  the  intercourse  between  the  North 
Carolina  Railroad  and  the  Raleigh  and  Gaston  Railroad,  so 
as  best  to  secure  to  the  public  an  easy  and  convenient  pas- 
sage of  persons  and  property. 

Sec.  51.  Be  it  further  enacted,  That  the  sum  of  forty 
thousand  dollars,  to  be  raised  by  the  State  in  the  same  man- 
ner as  other  moneys  are  raised  by  the  provisions  of  this  act, 
be,  and  the  same  is  hereby  appropriated  for  the  purpose  of 
cleaning  out  and  improving  the  navigation  of  the  river 
Neuse  between  the  town  of  Newbern  and  the  town  of 
Smithfield.  And  also,  that  the  further  sum  of  twenty-five 
thousand  dollars,  to  be  raised  in  like  manner,  be,  and  the 
same  is  hereby  appropriated  for  the  purpose  of  cleaning  out 
and  improving  the  navigation  of  the  Tar  river  between  the 
town  of  Washington  and  the  falls  of  the  said  river  ;  and 
that  his  Excellency  the  Governor  is  hereby  empowered  and 
required  to  appoint  suitable  commissioners  to  carry  into  ef- 
fect the  requirements  of  this  section  :  Provided,  The  sum 
hereby  appropriated  to  the  Neuse  and  Tar  rivers  shall  not 
be  paid  by  the  Public  Treasurer  until  the  railroad  company 
shall  have  subscribed  the  whole  amount  of  stock  required 
from  them  by  the  provisions  of  this  act,  and  have  com- 
menced operations  on  said  road. 


(27) 

Sec.  52.  Be  it  further  enacted,  That  as  soon  as  the  said 
North  Carolina  Railroad  is  commenced  and  the  superstruc- 
ture of  the  same  laid  down  at  Raleigh,  the  owners,  proprie- 
tors and  authorities  of  the  Raleigh  and  Gaston  Railroad 
shall  be,  and  they  are  hereby  authorized  and  empowered 
to  effect  a  junction  and  form  an  actual  connection  with  the 
said  North  Carolina  Railroad,  at  such  point  at  or  in  the  vi- 
cinity of  Raleigh  as  they  in  their  discretion  may  select. 

Sec.  53.  Be  it  further  enacted,  That  all  the  works  hereby 
required  of  the  North  Carolina  Railroad  Company  shall  be 
executed  with  due  diligence,  and  if  they  be  not  commenced 
within  three  years  after  the  ratification  of  this  Act,  and 
finished  within  ten  years  after  the  period  of  commencement, 
then  this  charter  shall  be  forfeited. 

Ratified  27th  of  January,  1849. 


AMENDMENTS  TO  THE  CHARTER. 


AN    ACT    FOR   THE    COMPLETION    OF  THE  NORTH    CAROLINA 

RAILROAD. 

SECTION  i.  Be  it  enacted  by  the  General  Assembly  of  the 
State  of  North  Carolina,  and  it  is  hereby  enacted  by  the  au- 
thority of  the  same,  That  the  Public  Treasurer  is  authorized, 
and  instructed  to  subscribe,  in  behalf  of  the  State,  for  ten 
thousand  additional  shares  of  capital  stock  in  the  North 
Carolina  Railroad  Company,  and  that  he  make  payment  for 
said  stock  by  issuing  and  making  sale  of  the  bonds  of  the 
State,  under  the  same  provisions,  regulations  and  restric- 
tions prescribed  for  the  sale  of  the  bonds  heretofore  issued 
and  sold  to  pay  the  State's  original  subscription  in  the  stock 
of  said  company,  and  the  same  pledges  and  securities  are 
hereby  given  for  the  faithful  payment  and  redemption  of 
the  certificates  of  debt  now  authorized,  that  were  given 
for  those  issued  under  the  same  Act :  Provided,  nevertheless, 
That  the  whole  amount  of  principal  money  of  such  bonds 
or  certificates  of  debt  shall  not  exceed  the  sum  of  one  mil- 
lion of  dollars. 

Sec.  2.  Be  it  further  enacted,  That  the  stock  thus  directed 
to  be  subscribed  and  paid  for,  in  behalf  of  the  State,  shall 
be  a  preferred  stock  in  the  North  Carolina  Railroad  Com- 
pany, and  the  State  shall  be  entitled  to  six  per  cent,  per 
annum,  payable  semi-annually  thereon,  out  of  any  dividends 
of  profits  made  by  said  company  before  any  dividends 
shall  be  paid  on  any  other  stock  in  the  same,  and  that  the 
stockholders  of  said  company,  in  general  meeting  assem- 
bled, shall  give  their  assent  to  the  provisions  of  this  Act, 
and  that  the  President  of  said  company  shall  make  a  certi- 
ficate of  said  assent,  under  the  seal  of  the  said  company,  to 


(29) 

be  approved  by  the  Governor  of  the  State,  and  filed  in  the 
office  of  the  Public  Treasurer  before  the  subscription  shall 
be  made  as  directed  in  the  first  section  of  this  Act :  Pro- 
vided, That  the  said  stock  of  one  million  shall  continue  to 
be  preferred  stock,  entitled,  as  aforesaid,  only  so  long  as. 
and  during  the  time,  that  it  is  held  by  the  State,  but  upon 
being  sold  and  transferred  by  the  State,  shall  thenceforth 
cease  to  be  entitled  to  dividends  of  preference  as  aforesaid  : 
Provided,  further,  that  said  stock  may  be  transferred  to  any 
other  work  of  internal  improvements,  by  a  future  Legisla- 
ture. 

Sec.  3.  Be  it  further  enacted,  That  the  affairs  of  the  said 
company  shall  be  managed  and  directed  by  a  general  board 
to  consist  of  twelve  directors — eight  on  the  part  of  the 
State,  and  four  on  the  part  of  individual  stockholders — to 
be  elected  and  appointed  as  heretofore  provided  in  the  ori- 
ginal act  of  incorporation  of  said  company,  at  the  general 
annual  meetings  of  stockholders  of  said  company,  and  that 
no  person  shall  be  competent  to  act  as  a  director  in  said 
company  who  is  not  a  stockholder  to  the  amount  of  five 
shares  of  stock. 

Sec.  4.  Be  tt  further  enacted,  That  at  all  general  meet- 
ings of  the  stockholders,  the  State  shall  be  represented  by 
an  agent  or  proxy  appointed  by  the  Governor,  and  such 
agent  or  proxy  shall  not  be  entitled  in  the  general  meetings 
aforesaid  to  vote  in  the  election  of  the  directors  to  be  elected 
on  the  part  of  individuals. 

SEC.  5.  Be  it  further  enacted,  That  all  real  estate  held  by 
said  company  for  right  of  way,  for  station  places  of  what- 
ever kind,  and  for  workshop  location,  shall  be  exempt  from 
taxation  until  the  dividends  of  profits  of  said  company 
shall  exceed  six  per  centum  per  annum. 


(3o) 


Sec.  6.  Be  it  further  enacted,  That  the  sum  of  fifteen 
thousand  dollars,  to  be  raised  by  the  State  in  the  same  man- 
ner as  other  moneys  are  raised  by  the  provisions  of  this  Act, 
be,  and  the  same  is  hereby  appropriated,  for  the  purpose  of 
cleaning  out  and  improving  the  navigation  of  Tar  river,  be- 
tween the  town  of  Washington  and  the  fall  of  said  river, 
and  that  his  Excellency,  the  Governor,  is  hereby  empowered 
and  required  to  appoint  suitable  commissioners  to  carry 
into  effect  the  requirements  of  this  section. 

Sec.  7.  Be  it  further  enacted,  That  this  act   shall  take  ef- 
fect and  be  in  force  from  its  ratification. 
Ratified  14th  February,  1855. 


AN  ACT  TO  AMEND  THE  CHARTER  OF  THE  NORTH  CAROLINA 
RAILROAD  COMPANY.  AND  FOR  OTHER  PURPOSES  THEREIN 
MENTIONED. 

Section  i.  The  General  Assembly  of  North  Carolina  do 
enact,  That  the  North  Carolina  Railroad  Company,  a  Cor- 
poration chartered  by  the  General  Assembly  session  one 
thousand  eight  hundred  and  forty-eight  and  one  thousand 
eight  hundred  and  forty-nine,  is  hereby  anthorized  to  con- 
struct and  make,  or  to  purchase,  hold  and  complete  the 
construction  of  a  railway  from  Salisbury  to  or  near  the  line 
of  division  between  this  State  and  Tennessee,  at  or  near 
Paint  Rock,  and  to  the  Georgia  and  Tennessee  line,  in  the 
county  of  Cherokee. 

SEC.  2.  That  the  said  North  Carolina  Railroad  Company 
may  purchase  the  Western  North  Carolina  Railroad,  or  any 
one  or  all  the  divisions  of  the  same,  whether  at  judicial  sale 
or  any  other  sale  that  may  be  made  thereof,  and  thenceforth 
may  have,  hold,  possess  and  be  entitled  to  the  said  Railroad 


(30 

and  all  its  contracts,  franchises,  rights,  privileges  and  im- 
munities, and  all  the  property  and  estate  of  every  descrip- 
tion, real  and  personal,  belonging  to  the  Western  North 
Carolina  Railroad  Company;  and  by  such  purchase  the  said 
Company  shall  acquire  all  the  rights,  privileges  and  immu- 
nities conferred  on  the  Western  North  Carolina  Railroad 
Company  by  its  charter,  and  all  amendments  made  thereto. 

SEC.  3.  That  said  Company  may  in  like  manner  purchase 
the  Atlantic  and  North  Carolina  Railroad,  and  thenceforth 
have,  hold  and  possess  the  said  railroad  and  its  contracts, 
franchises,  rights,  privileges  and  immunities,  and  all  the 
property  and  estate  of  every  discription,  real  and  personal, 
belonging  to  said  Atlantic  and  North  Carolina  Railroad 
Company;  and  by  such  purchase  the  North  Carolina  Rail- 
road Company  shall  acquire  and  succeed  to  and  exercise  all 
the  rights,  privileges  and  immunities  conferred  on  the  said 
Atlantic  and  North  Carolina  Railroad  Company  by  its  char- 
ter and  amendments  made  thereto.  The  Governor  of  the 
State,  in  order  to  further  and  aid  such  sale  and  transfer,  is 
authorized  and  empowered  to  transfer  to  the  said  North 
Carolina  Railroad  Company  all  the  stock  owned  by  the 
State  in  the  said  Atlantic  and  North  Carolina  Railroad  Com- 
pany ;  and  until  the  transfer  of  the  stock  of  said  company 
is  approved  by  the  individual  stockholders  of  the  said  road, 
the  Governor  shall  retain  the  right  to  appoint  Directors  in 
the  said  Atlantic  and  North  Carolina  Railroad  Company  : 
Provided,  That  if  the  stock  of  the  private  stockholders  in 
this  road  is  purchased,  the  price  given  therefor  shall  not  ex- 
ceed the  market  value  of  said  stock  at  the  time  when  the 
purchase  shall  be  made:  Provided,  further,  That  the  said 
Atlantic  and  North  Carolina  Railroad  shall  not  constitute 
assets  for  the  payment  of  the  bonds  heretofore  issued  by 
the  State  to  build  the  North  Carolina  Railroad. 

Sec.  4.  That  the   line  of   railway  so    purchased   and    ac- 


(32) 

quired  shall  become  absorbed  and  merged  into  the  said 
company,  and  the  whole  line  shall  be  known  by  the  name 
of  the  North  Carolina  Railroad  Company. 

Sec.  5.  That  said  Corporation  in  case  it  shall  become  the 
purchaser  of  the  Western  North  Carolina  Railroad,  is  au- 
thorized to  complete  the  construction  of  the  said  railroad 
and  its  divisions  and  shall  have  the  necessary  power  for  so 
doing  ;  and  for  the  purpose  of  raising  money  to  accomplish 
the  purposes  of  this  act,  the  said  North  Carolina  Railroad 
Company  may,  at  its  option,  make,  execute  and  issue  its 
bonds,  payable  with  interest  thereon,  either  in  United  States 
currency  or  gold,  and  in  this  country  or  any  foreign  country 
or  State,  and  at  any  rate  of  interest  it  elects,  not  exceeding 
eight  per  cent,  per  annum,  and  for  any  amount  not  exceed- 
ing thirteen  thousand  dollars  per  mile  of  finished  road,  made 
or  to  be  made,  which  bonds  shall  be  signed  by  the  Presi- 
dent, countersigned  by  the  Directors,  and  attested  by  the 
Secretary  of  the  Company,  and  sealed  with  its  corporate 
seal,  and  be  wholly  or  partly  in  sums  of  five  hundred  dol- 
lars, or  one  thousand  dollars  each,  with  the  usual  half-yearly 
interest  coupons  annexed  ;  the  principal  and  interest  of  said 
bonds  to  be  made  due  and  payable  at  such  times  and  places, 
and  in  such  manner,  and  to  be  sold  at  such  times,  places 
and  prices  as  the  Directors  may  select,  the  principal  of  said 
bonds  to  be  payable  in  not  less  than  ten  or  more  than 
twenty  years,  the  sale  to  be  made  by  M.  E.  Manly,  W.  A. 
Graham,  and  R.  F.  Armfield,  commissioners  to  sell  and  dis- 
pose of  such  bonds  as  may  be  issued,  in  pursuance  of  the 
provisions  of  this  act,  and  said  Company  are  hereby  pro- 
hibited from  ever  resisting  the  payment  thereof  on  the  plea 
of  usury.  The  proceeds  arising  from  the  sale  of  said  bonds, 
and  also  from  the  sale  of  certificates  of  indebtedness  herein 
authorized  to  be  issued  may  be  applied  to  the  constructing, 
purchasing  and  repairing  of  the  railroads  to  extend  over  the 
routes   herein    mentioned,  for   equipping   the  same,  for  dis- 


(33) 


charging  any  indebtedness  of  said  Company,  and  for  pur- 
chasing any  securities  or  liabilities  which  may  embarrass  the 
operations  of  said  Company  :  Provided,  That  said  commis- 
sioners shall  set  apart  out  of  the  proceeds  of  the  sales  of 
said  bonds,  a  sum  of  money  not  less  than  one  million  eight 
hundred  thousand  dollars  to  be  applied  to  the  construction 
of  said  Western  North  Carolina  Railroad  from  Old  Fort 
by  way  of  Asheville  to  Paint  Rock,  and  to  no  other 
purpose. 

SEC.  6.  That  to  secure  the  payment  of  the  bonds  and 
other  evidences  of  debt  issued  as  aforesaid,  and  the  interest 
thereon  as  the  same  becomes  due,  the  said  corporation  may 
execute  and  deliver  mortgage  deeds  with  power  of  sale  to 
such  trustee  or  trustees  as  ma)'  be  selected  or  agreed  on, 
one  of  whom  shall  be  the  Governor  of  this  State,  the  same 
to  be  signed  by  President,  countersigned  by  three  Directors, 
and  attested  by  the  Secretary  of  said  corporation,  convey- 
ing its  railway,  branches,  franchises  and  property,  including 
its  road-bed,  superstructure,  equipment,  choses  in  action, 
evidences  of  debt,  and  all  its  real  and  personal  estate  of 
whatever  kind  ;  and  the  said  deeds  and  all  other  agreements 
the  said  company  may  enter  into,  which  by  law  require 
registration,  when  duly  executed,  may  be  recorded  in  the 
Register's  office  in  the  county  of  Wake,  and  its  registration 
in  that  county  shall  be  deemed  an  effectual  and  sufficient 
registration  for  all  purposes  whatsoever,  and  shall  give  it 
priority  and  preference  over  all  claims  agaist  said  corpora- 
tion ;  and  it  shall  not  be  necessary  to  record  or  register  the 
same  in  any  other  county,  any  law  to  the  contrary  notwith- 
standing: Provided,  That  the  said  mortgage  shall  contain  as 
full  and  ample  provisions  in  the  matter  of  sale  and  fore- 
closure for  the  security  of  the  owners  of  bonds  and  coupons, 
or  either,  in  case  of  default  in  the  payment  of  one,  or  other, 
or  both,  as  are  contained  in  the  deed  of  indenture  or  mort- 
gage made  the  first   day  of   November,  one  thousand   eight 


(34) 

hundred  and  sixty-seven,  between  the  said  North  Carolina 
Railroad  Company  of  the  first  part,  and  William  A.  Graham 
of  the  second  part. 

Sec.  7.  That  no  public  sale  of  said  North  Carolina  Rail- 
road Company,  or  any  part  thereof,  or  any  of  its  franchises 
or  right,  shall  be  made  under  the  mortgage  provided  for  in 
this  act,  until  such  sale  shall  have  been  advertised  for  six 
successive  weeks,  in  two  newspapers  in  the  city  of  Raleigh 
of  the  greatest  circulation. 

Sec.  8.  That  the  directors  of  the  said  company  shall  be 
authorized  to  purchase  from  the  stockholders  of  the  same 
any  of  the  stock  owned  by  them,  and  they  are  empowered 
and  directed  out  of  the  first  moneys  arising  from  the  sale  of 
bonds  or  from  any  lease  made  or  to  be  made,  to  purchase 
from  the  private  stockholders  or  any  of  them  who  may  de- 
sire to  sell  their  stock  or  any  part  thereof,  and  to  pay  for 
the  same  at  the  rate  of  fifty  dollars  per  share,  and  the  stock 
so  purchased  shall  become  the  property  of  the  said  com- 
pany:  Provided,  That  if  any  stockholder  or  stockholders  of 
the  said  North  Carolina  Railroad  Company,  being  such  at  the 
time  of  making  such  consolidation,  agreement,  contract  or 
arrangement  for  the  purchase,  merging  or  other  acquisition 
of  any  of  the  railroads  contemplated  by  this  act,  shall  be 
dissatisfied  with  the  same  or  dissatisfied  with  the  acceptance 
of  this  act  by  the  stockholders,  the  said  company  shall  pay 
to  such  dissatisfied  stockholder  or  stockholders,  the  full 
value  of  his,  her  or  their  stock,  to  be  assessed  by  three  dis- 
interested commissioners  appointed  for  that  purpose  by  the 
Clerk  of  the  Superior  Court  of  the  county  in  which  such 
stockholder  or  stockholders  may  reside,  on  the  application 
of  either  party,  made  upon  twenty  days'  notice  ;  but  the 
said  company  shall  not  be  compelled  to  pay  for  stock  of 
any  such  dissatisfied  stockholder  or  stockholders,  unless  he 
or  they  shall  give  written  notice  of  such  dissatisfaction  to 
the  President,  Secretary  or  Treasurer  of  the  company,  whose 


(35) 

stock  shall  be  held  by  him  or  them,  within  three  months 
after  such  consolidation,  agreement  or  other  arrangement 
for  the  purchasing,  merging  or  acquiring  the  railroads  afore- 
said, or  after  the  acceptance  of  this  act  by  the  requisite 
number  of  stockholders  :  Provided,  furtlicr,  That  the  sale 
of  any  share  or  shares,  to  the  company,  under  the  provis- 
ions of  this  act,  by  any  executor,  administrator,  guardian, 
trustee  or  person  acting  in  fiduciary  capacity  shall  be  valid 
in  law. 

Sec.  9.  That  the  said  company  shall  have  the  power  and 
authority  to  contract  for  prorating  or  for  interchange  of 
business  traffic  with  any  railroad  company,  doing  or  desiring 
a  connection  business,  whether  chartered  by  the  laws  of  this 
State,  or  any  other  State,  upon  such  equitable  terms  as  the 
directors  may  agree   upon. 

Sec.  10.  That  if  the  commissioners,  appointed  by  this 
act,  to  sell  and  dispose  of  the  bonds,  shall  decline  to  act, 
resign  or  die,  then  the  Governor  shall  appoint  a  sufficient 
number  of  commissioners  to  fill  their  places  ;  but  no  person 
shall  be  a  commissioner,  director  or  general  manager  who 
has  heretofore  or  may  hereafter  decline  to  testify  be- 
fore any  committee,  legislative  or  otherwise,  or  before  any 
court  of  competent  jurisdiction,  in  regard  to  any  matter 
touching  or  growing  out  of  his  conduct  while  President  or 
director  of  any  railroad,  or  while  acting  in  any  public  fidu- 
ciary capacity  on  the  ground  that  if  he  were  to  testify  he 
would  criminate  himself,  or  on  any  kindred  or  like  grounds, 
or  who  has  been  convicted  of  embezzlement  ;  or  who  has 
failed  to  return  to  the  treasury  any  special  tax  bonds  as  re- 
quired bylaw7;  and  the  bonds  shall  only  be  sold  in  such 
amounts  as  shall  be  needed  from  time  to  time  to  carry  out 
the  provisions  of  this  act,  and  shall  at  no  time  exceed  the 
sum  of  five  hundred  thousand  dollars  over  and  above  the 
actual  amount  due  and  paid. 


(36) 

Sec.  ii.  That  any  director  or  officer  of  the  said  North 
Carolina  Railroad,  or  other  person  entrusted  with  any  of 
the  bonds,  certificates  of  indebtedness  or  other  funds  of  the 
company,  who  shall  be  guilty  of  any  wrongful  appropria- 
tion, misapplication,  malfeasance  or  other  corrupt  use  of 
the  same  with  intent  to  benefit  himself  and  defraud  the 
company,  shall  be  guilty  of  a  felony,  and  upon  conviction 
thereof  before  any  Superior  Court  of  the  State,  shall  be 
punished  by  a  fine  not  less  than  ten  thousand  dollars  and 
by  imprisonment  in  the  penitentiary  not  less  than  ten  years, 
and  shall  further  be  guilty  of  embezzlement. 

Sec.  12.  That  the  bonds  authorized  by  this  act  to  be 
issued,  and  the  mortgage  made  to  secure  the  same  may  be 
divided  into  two  series  or  classes.  The  first  series  or  class 
shall  be  on  all  of  that  portion  of  the  finished  road  the  said 
company  now  owns  or  may  hereafter  own  between  More- 
head  and  Paint  Rock.  The  second  series  or  class  shall  be 
on  the  other  roads  it  may  construct,  and  acquire  and  own. 

SEC.  13.  That  the  Governor  shall  have  power  to  remove, 
for  causes  which  he  may  deem  sufficient,  any  directors  ap- 
pointed by  him,  and  shall  have  power  to  fill  the  vacancy, 
and  shall  report  to  the  next  session  of  the  General  Assem- 
bly any  action  taken  by  him  in  the  matter  of  removals. 

SEC.  14.  That  the  directors  of  said  company  shall  have 
the  power  to  change  the  location  of  any  of  the  lines  their 
said  company  may  purchase:  Provided,  That  the  line  of 
railroad,  in  Catawba  county,  running  from  its  main  line  to 
Newton,  shall  not  be  changed  until  the  main  line  shall  have 
been  constructed  to  within  one  mile  and  a  quarter  from  the 
court-house  in  said  town  of  Newton. 

Sec.  15.  That  immediately  after  the  sale  of  the  first 
mortgage   bonds  under    this  act,    the   said    North   Carolina 


(37) 

Railroad  Company  shall  commence  work  on  the  line  of  the 
road  between  Old  Fort  and  Paint  Rock,  and  continue  the 
work  thereon  without  intermission  until  the  work  is  com- 
pleted between  said  points;  and  immediately  thereafter  it 
shall  be  the  duty  of  the  said  company  to  commence  work  on 
the  line  between  Asheville  and  the  Georgia  or  Tennessee 
line,  in  Cherokee  county,  and  continue  the  work  thereon 
until  the  said  line  is  completed  ;  and  to  enable  said  com- 
pany to  carry  on  and  continue  said  work,  it  is  hereby  made 
the  duty  of  the  commissioners  named  in  this  act  to  reserve 
from  the  proceeds  of  the  sale  of  said  bonds  a  sum  of  money 
not  less  than  seven  hundred  and  fifty  thousand  dollars  in  cash, 
to  be  applied  only  in  the  construction  of  the  said  line  between 
Asheville  and  the  Georgia  and  the  Georgia  and  Tennessee 
line,  in  Cherokee  county;  and  all  moneys  raised  on  any 
bonds  issued  on  any  part  of  the  line  west  of  Asheville, 
shall  be  set  apart  by  said  commissioners  to  be  applied  ex- 
clusively on  the  line  between  Asheville  and  the  Georgia  and 
Tennessee  line  in  Cherokee  county. 

Sec.  16.  That  immediately  after  the  passage  and  ratifica- 
tion of  this  act,  it  shall  be  the  duty  of  the  Governor  to  call 
a  meeting  of  the  stockholders  of  the  said  North  Carolina 
Railroad  Company,  and  submit  this  act  and  amendments  of 
charter  for  their  acceptance  or  rejection,  and  if  a  majority  of 
the  stock  so  represented  shall  vote  to  accept  the  same,  it 
shall  become  a  part  of  their  charter. 

Sec.  17.  That  all  laws  and  clauses  of  laws  coming  in  con- 
flict with  any  of  the  provisions  of  this  act,  be  and  the  same 
are  hereby  repealed. 

SEC.  18.  This  act  shall  take  effect  and  be  in  force  from 
and  after  its  ratification. 

In  General  Assembly  read  three  times  and  ratified  this 
10th  day  of  February,  A.  D.  1874. 

J.  L.  ROBINSON,  Speaker  of  the  House. 
C.   H.  BROGDEN,  President  of  the  Senate. 


(38) 


STATE  OF  NORTH  CAROLINA, 
Office  Secretary  of  State, 
Raleigh,  April  13th,  1874. 

I  hereby  certify  that   the   foregoing  is  a  true  copy   from 
the  original  Act  on  file  in  this  office. 

WM.  H.  HOWERTON,  Sec.  of  State. 


BY-LAWS 


North  Carolina    Railroad  Company. 


MEETING   OF   THE   STOCKHOLDERS. 

i.  The  general  annual  meeting  of  the  stockholders  shall 
be  held  alternately  at  Greensboro,  Raleigh,  Salisbury  and 
Hillsboro,  on  the  second  Thursday  of  July  in  each  and  every 
year,  until  otherwise  ordered. 

2.  The  President,  or  any  five  directors,  or  any  number  of 
stockholders  representing  one  third  of  the  individual  stock, 
shall  have  power  to  call  occasional  meetings  of  the  stock- 
holders at  such  time  and  place  as  he  or  they  may  think 
proper,  first  giving  twenty  days'  notice  thereof  in  two  or 
more  newspapers  published  in  the  city  of  Raleigh. 

3.  At  least  one  hundred  individual  stockholders,  repre- 
sented either  in  person  or  by  proxy,  and  holding  not  less 
than  a  majority  of  the  stock  subscribed  by  individuals,  shall 
be  necessary  to  constitute  a  quoriim  for  the  transaction  of 
business. 

4.  At  every  general  annual  meeting,  three  stockholders 
shall  be  appointed  by  the  Chairman,  who,  with  the  Secre- 
tary of  the  company,  shall  constitute  a  committee  to  verify 
proxies  at  the  ensuing   meeting,  and  it  shall  be  the  duty  of 


(40) 

the  Secretary  to  prepare,  fcr  the  use  of  such  committee,  an 
alphabetical  list  of  the  stockholders  entitled  to  vote,  and 
the  number  of  shares  held  by  each,  as  also  the  number  of 
votes  to  which  each  may  be  entitled. 

5.  Notice  of  the  general  annual  meetings  of  the  stock- 
holders, and  of  closing  the  transfer  books,  shall  be  pub- 
lished by  the  Secretary  at  least  twenty  days  previous  thereto, 
in  two  newspapers  published  in  the  city  of  Raleigh. 

6.  The  proceedings  of  the  stockholders  at  all  their  meet- 
ings shall  be  recorded  by  the  Secretary  of  the  company,  in 
a.  well  bound  book  to  be  kept  for  that  purpose. 

7.  Stockholders  of  this  company,  with  their  immediate 
families  going  to  and  returning  from  the  meetings  of  the 
company,  may  travel  over  the  road  free  of  charge  to  and 
from  the  place  of  meeting. 

DIRECTORS. 

t.  The  Directors  on  the  part  of  the  individual  Stock- 
holders shall  be  elected  at  the  general  annual  meetings,  and 
shall  continue  in  office  until  the  next  general  annual  meet- 
ing, and  on  failure  to  elect  Directors  at  such  meeting,  the 
President  and  Directors  then  in  office  shall  continue  to  ex- 
ercise their  respective  offices  until  their  successors  shall  be 
elected. 

2.  On  failure  of  the  Stockholders  to  elect  Directors  as 
provided  by  law,  the  Chairman  of  the  Stockholders  then  as- 
sembled, shall  adjourn  the  meeting  from  time  to  time,  and 
give  notice  thereof  until  a  proper  meeting  can  be  held,  and 
an  election  made,  and  on  failure  of  the  Chairman,  from  any 
cause,  to  adjourn  or  appoint  such  meeting  and  give  the 
necessary  notice,  the  acting   President  of   the   company,  or 


(40 

any  two  acting  Directors  shall  make  the   call    and   give  the 
necessary  notice. 

3.  The  Board  of  Directors  shall  meet  at  least  once  in 
two  months  at  Burlington,  or  at  such  other  place  as 
they  may  direct,  which  meetings  shall  take  place  on  the 
third  Fridays  of  August,  October,  December,  February, 
April  and  June,  in  each  year,  and  the  President  shall  be  at 
liberty  to  convene  the  Board  as  much  cftener  as  the  interest 
of  the  Company  may  require. 

4.  The  Directors  shall  keep  a  record  of  their  proceedings, 
shall  have  power  to  establish  a  common  seal  with  suitable 
devices,  and  to  alter  the  same  at  pleasure,  to  ascertain  and 
define  the  duties  of  the  officers,  clerks  and  servants  of  the 
company,  and  direct  them  in  the  performance  thereof,  and 
to  dismiss  from  the  service  of  the  company  any  officer  or 
agent,  clerk  or  servant,  whenever  in  their  opinion  the  inter- 
est of  the  company  may  require. 

5.  The  Directors,  seven  members  concurring,  shall  appoint 
an  Auditor,  Treasurer,  Secretary  and  Superintendent  ;  all 
other  officers,  agents  or  employees,  shall  be  appointed  by 
the  President  and  Superintendent,  and  their  appointments 
shall  be  submitted  to  the  Board  of  Directors  at  the  next 
meeting  thereafter  for  approval,  and  the  compensation  of 
all  such  officers  shall  be  fixed  by  the  Board  of  Directors. 

6.  Seven  members  of  the  Board  shall  constitute  a  quorum 
for  the  transaction  of  business,  and  each  Director  shall  re- 
ceive as  compensation  for  his  services  five  dollars  for  each 
day  he  may  be  so  engaged,  with  the  privilege  of  the  road 
for  himself  and  his  own  immediate  family,  when  accompa- 
nied by  himself. 

7.  No  loan,  either  permanent  or  temporary,  shall  be  made 


(42) 

by  the  President  or  any  other  officer  of  the  company,  un- 
less authorized  or  directed  by  at  least  seven  members  of  the 
board   of   directors. 

8.  No  director  shall,  while  acting  as  such,  fill  any  office 
in  the  gift  of  the  company,  nor  shall  any  director  be  al- 
lowed to  act  as  agent  or  counsel  for  parties  having  claims 
or  demands  to  be  passed  upon  by  the  board  of  directors. 

PRESIDENT. 

1.  The  President  shall  be  elected  annually,  by  ballot,  by 
a  majority  of  the  whole  board  of  directors,  and  out  of  their 
number,  and  shall  receive  as  compensation  for  his  services 
an  annual  salary  of  $2,500,  over  and  above  his  necessary 
traveling  expenses  incurred  by  order  of  the  board  of  di- 
rectors, on  journeys  out  of  the  State,  on  business  of  the 
company. 

2.  The  President  shall  have  the  general  supervision  and 
control  of  all  the  other  officers  of  the  company,  and  shall 
prescribe  their  duties,  unless  otherwise  provided  for.  He 
shall  carefully  examine  into  the  performance  of  their  duties,, 
and  from  time  to  time  report  to  the  directors  all  and  any 
matters  touching  the  interest  of  the  company  which  shall 
come  to  his  knowledge.  He  may  at  any  time,  when  the 
board  is  not  in  session,  suspend  any  officer  or  dismiss  any 
servant,  but  at  the  next  meeting  he  shall  report  such  facts 
and  the  reason  for  so  doing. 

3.  The  President  shall  conduct  the  general  correspond- 
ence, sign  documents  in  the  name  of  the  company,  keep 
the  seal  of  corporation,  and  with  the  consent  of  a  majority 
of  the  directors,  shall  affix  the  same  to  all  conveyances  and 
other  instruments  to  which  the  attestation  of  the  seal  may 
be  necessary. 


(43) 


4.  It  shall  be  the  duty  of  the  President  to  see  that  proper 
accounts  are  kept  by  all  the  subordinates,  and  reports  made 
monthly  so  as  to  show  : 

1st.  Amount  of  temporary  or  permanent  loans  made. 

2d.   Income  of  the  road  from  freight,  passengers,  &c. 

3d.   Income  from  other  sources. 

4th.  Current  expenses  of  the  road. 

5th.   Debts  paid,  and  whether  old  or  new. 

6th.   Property  or  material  purchased. 

7th.  Property  and  other  material  sold  or  otherwise  dis- 
posed of. 

8th.  Property  and  material  on  hand,  with  their  estimated 
value. 

9th.   Property  and  material  lost  or  destroyed. 

10th.   Debts  contracted  or  outstanding. 

And  the  President  shall  report  the  same  to  the  board  at 
each  regular  meeting,  who  shall  embody  the  substance 
thereof  in  their  annual  report  to  the  stockholders. 

There  shall  also  be  reported  to  the  meeting  of  the  stock- 
holders a  list  of  the  persons  in  the  employment  of  the 
company,  stating  in  distinct  columns,  the  names,  compen- 
sation and  duty  :  Provided,  hozvever,  That  the  names  of  the 
hands  on  the  road,  in  the  depots  and  workshops,  and  upon 
the  trains,  need  not  be  stated,  but  in  regard  to  them  it  shall 
be  sufficient  to  mention  the  number  employed  for  each  pur- 
pose, and  their  compensation. 

THE    AUDITOR. 

1.  Shall  give  bond  in  the  sum  of  twenty  thousand  dol- 
lars, with  sureties,  to  be  approved  by  the  board. 

2.  It  shall  be  his  duty  to  audit  the  accounts  of  the  Treas- 
urer and   other   financial    agents    of   the   company  ;  and   to 


(44) 

this  end  he  shall  keep  such  accounts  and  prescribe  such 
rules  and  regulations,  with  the  approval  of  the  board,  as  will 
require  of  these  officers  dispatch  and  fidelity  in  theirseveral 
trusts. 

3.  He  shall  also  examine  and  pass  upon  all  claims  and 
demands  against  the  company;  see  that  they  are  just  and 
proper,  and  that  they  are  supported  by  sufficient  evidence, 
and  verified  by  proper  agents  or  officers  of  the  company. 
He  shall  endorse  thereon  his  approval,  rejection  or  suspen- 
sion, and  forward  them  for  the  action  of  the  President ;  and 
all  approved  by  the  President  shall  be  countersigned  by  the 
auditor  for  payment,  specifying  the  exact  sums  ordered  to 
be  paid. 

4.  It  shall  be  his  duty  to  investigate  all  cases  of  loss  and 
damage  on  the  road,  and  in  the  several  stations,  all  viola- 
tions of  contracts  and  official  delinquencies,  and  he  shall  have 
a  special  supervision  of  all  suits  in  court  for  or  against  the 
company. 

5.  He  shall  keep  a  record  of  all  his  proceedings,  and  shall 
render  to  the  board  monthly,  quarterly  and  annual  reports 
of  the  financial  condition  of  the  company;  and  to  this  end 
he  may  have  full  access  to  all  the  books  and  accounts  of  the 
other  officers  of  the  company. 

TREASURER. 

i.  The  Treasurer  shall  also  be  appointed  annually  by  the 
board  of  directors,  and  shall  give  bond  in  the  sum  of  $50,000, 
with  security,  to  be  approved  by  the  board. 

2.  It  shall  be  the  duty  of  the  Treasurer  to  take  charge  of, 
and  safely  keep,  all  the  moneys  and  monied  securities  of  the 
company,  to  disburse  the  same  under  the  direction  and  upon 


(45) 

the  warrants  of  the  President,  countersigned  by  the  Audi- 
tor, and  to  take  proper  vouchers  for  such  disbursements. 
He  shall  deposit  all  moneys  belonging  to  the  company 
over  and  above  the  sum  of  twenty  thousand  dollars,  in 
such  bank  or  place  as  may  be  designated  by  the  board  of 
directors,  and  shall  render  to  the  President  a  monthly  ac- 
count of  all  his  transactions,  and  also  an  annual  report  to  the 
stockholders. 

3.  Whenever  the  board  of  directors  may  think  necessary, 
they  may  authorize  the  appointment  of  a  Paymaster,  who 
shall  enter  into  bond  in  such  sum  as  they  may  direct,  with 
securities  approved  by  the  board,  and  shall  receive  such 
compensation  as  they  may  prescribe.  He  shall  pay  such  ac- 
counts and  pay-rolls  as  may  be  delivered  to  him  by  the  Au- 
ditor, and  shall  take  proper  vouchers  for  the  same,  and  shall 
promptly  account  for  all  such  payments. 

THE    SECRETARY. 

1.  Shall  give  bond  in  the  sum  of  twenty  thousand  dollars, 
with  sureties,  to  be  approved  by  the  board. 

2.  He  shall  record  the  proceedings  of  the  board  and  of 
the  stockholders'  meetings,  and  shall  take  charge  of  all  the 
books,  deeds,  official  bonds,  and  other  papers  of  the  corpor- 
ation, not  pertaining  to  other  officers,  or  otherwise  provi- 
ded for. 

3.  The  Secretary  shall  be  the  principal  book-keeper  of 
the  company,  and  shall  keep  all  the  individual  and  consoli- 
dated accounts  of  the  corporation,  and,  in  regard  to  the  re- 
ceipts and  expenses  of  the  road,  he  shall  keep,  in  detail, 
the  several  items  of  income  and  expenditure,  so  as  to  show 
the  amount  of  each. 


(46) 

ENGINEER   AND    SUPERINTENDENT. 

I.  It  shall  be  the  duty  of  the  Superintendent  to  see  that 
the  road  and  bridges  and  their  equipments  are  kept  and 
maintained  in  good  repair  and  condition  ;  to  devise  and  re- 
commend to  the  directors  such  changes  and  alterations  to 
the  road,  bridges  and  other  equipments  as  he  may  deem 
necessary  for  the  safe  and  advantageous  operating  of  the 
road  ;  to  prescribe,  with  the  assent  of  the  directors,  rules 
and  regulations  for  ticket  agents,  conductors,  engineers, 
brakemen,  switchmen,  flagmen,  baggage-masters,  and  all 
other  persons  employed  in  operating  the  road,  so  as  to  se- 
cure the  safe,  regular  and  convenient  transport  of  passen- 
gers and  freight,  and  to  prescribe  rules  for  the  conduct  of 
all  persons  employed  in  other  capacities  upon  or  about  the 
road  ;  to  employ,  subject  to  the  approval  of  the  board,  all 
persons  necessary  for  the  operating  of  the  road,  and  to  dis- 
charge such  employees  as  may  be  useless,  unnecessary,  neg- 
ligent or  inefficient. 

He  shall  have  the  ordering  of  the  trains  on  the  road, 
their  speed  and  time  of  starting,  and  to  cause  proper  time- 
tables to  be  issued,  and  proper  advertisements  to  be  pub- 
lished in  such  newspapers  as  he  shall  deem  proper. 

He  shall  supervise  all  persons  entrusted  with  the  printing 
and  issuing  of  tickets,  and  with  accounting  for  the  same. 
He  shall,  in  conjunction  with  the  President,  see  that  all  con- 
necting roads  perform  the  obligations  required  by  law  or 
contract,  and  that  the  reciprocal  duties  of  this  company  are 
performed.  He  shall,  under  the  President,  have  the  super- 
intendence of  all  persons  employed  in  maintaining  and  tak- 
ing care  of  the  property  of  the  company,  in  operating  the 
road,  in  the  work-shops,  in  receiving  and  delivering  of 
freights  and  baggage,  and  in  any  matter  relating  to  the 
business  of  the  road,  and  see  that  they  perform  their  duties 
with  faithfulness  and  care,  and  shall  discharge  such  other 
duties  as  may  be  assigned  by  the  board  of  directors.     He 


(47) 

shall  make  a  monthly  report  to  the  President  of  his  pro- 
ceedings and  the  condition  of  the  road,  together  with  an 
estimate  of  materials  and  supplies  required  for  the  ensuing 
month,  and  shall  also  make  an  annual  report  to  the  board 
of  directors,  to  be  submitted  to  the  stockholders  at  their 
annual  meeting. 

COMMITTEE   OF    FINANCE. 

I.  There  shall  be  a  Committee  of  Finance,  consisting  of 
five,  three  of  whom  shall  be  appointed  by  the  stockholders 
at  each  annual  meeting,  and  two  by  the  board  of  directors, 
whose  duty  it  shall  be  to  examine  the  accounts  and  vouch- 
ers of  the  Treasurer,  the  books  of  the  Secretary  and  other 
officers,  every  two  months,  and  report  their  condition  at 
each  stated  meeting  of  the  board,  and  also  to  report  to  the 
general  meeting  of  the  stockholders  such  facts  and  sug- 
gestions as  to  the  state  of  the  accounts  and  general  financial 
condition  of  the  company  as  they  may  think  proper.  Any 
three  of  this  committee  shall  constitute  a  quorum.  That 
the  members  of  such  committee  shall  each  receive  five  dol- 
lars per  day  for  his  services  while  actually  engaged  in  such 
examination,  with  the  privilege  of  the  road  for  himself  and 
his  own  immediate  family,  when  accompanied  by  himself. 

REPORTS. 

The  annual  reports  of  the  President  and  Directors,  of  the 
Treasurer,  Superintendent  and  Committee  of  Finance,  shall 
be  prepared  and  published  prior  to  the  annual  meeting  of 
the  stockholders,  and  shall  be  referred  to  appropriate  com- 
mittees, and  acted  on  by  the  meeting  previous  to  the  elec- 
tion of  directors. 


(48) 
PROXIES. 

i.  Proxies  shall  be  in  writing,  signed  by  the  parties,  and 
may  be  general  or  special,  and  none  but  a  stockholder  shall 
be  a  proxy. 

2.  No  officer  or  director  of  the  company  shall  act  as 
proxy  for  any  stockholder,  but  this  rule  shall  not  prevent 
any  person  from  representing  the  State  at  any  general  meet- 
ing of  stockholders,  who  may  have  been  duly  appointed  for 
that  purpose. 

CONTRACTS. 

i.  Contracts  shall  be  made  under  such  rules  and  regula- 
tions as  the  directors  shall  prescribe,  and  when  signed  by 
the  President,  shall  be  binding  on  the  company  either  with 
or  without  the  seal  of  the  corporation. 

2.  No  contract  shall  be  considered  as  binding  on  the 
company,  unless  ratified  or  approved  by  the  President  or 
board  of  directors. 

3.  Neither  the  President  or  any  director,  or  any  other 
officer  or  employee  of  this  company  shall,  during  the  term 
of  his  office  or  service,  be  interested  either  directly  or  indi- 
rectly in  any  matter  of  contract  with  the  company,  whereby 
he  or  they  shall  or  may  derive  any  pecuniary  benefit,  and 
any  one  who  shall  become  so  interested,  shall  forfeit  his 
office  or  place. 

CERTIFICATE   OF   STOCK. 

The  form  of  certificates  of  stock  shall  be  as  follows  : 

North  Carolina  Railroad  Company. 

No. Shares. 

Be  it    known    that ,  of  . .  . , 

is  entitled  to .  shares  in  the  North  Carolina 


(49) 

Railroad  Company,  transferable  by  the  said 

either  personally  or  by  attorney,  only  at  the  office  and  on 
the  books  of  said  company. 

Witness, . ,  President    of  the  said  North 

Carolina  Railroad  Company,  at .  .  . . ,  under  the 

seal  of  the  corporation,  this day  of ,  A.  U 

TRANSFERS. 

1.  The  stock  shall  be  transferred,  either  in  person  or  by 
attorney,  on  the  books  of  the  company,  to  be  kept  by  the 
Secretary  for  that  purpose,  which  book  shall  be  closed  on 
the  first  day  of  June  in  each  year,  and  shall  continue  closed 
until  after  each  general  meeting  of  the  stockholders. 

2.  Powers  to  transfer  shall  be  signed  by  the  party,  in  the 
presence  of  a  director  of  the  company,  one  of  the  Judges 
of  the  Supreme  or  Superior  Courts,  a  Clerk  of  a  Court  of 
record,  or  Notary  Public,  or  Justice  of  the  Peace,  and  at- 
tested by  the  same,  and  said  power  shall  be  filed  in  the 
office  of  the  Secretary  of  said  company. 


MORTGAGE. 


THIS  INDENTURE,  made  the  first  day  of  November,  in  the 
year  of  our  Lord  one  thousand  eight  hundred  and  sixty- 
seven,  between  the  North  Carolina  Railroad  Company,  in- 
corporated under  and  by  virtue  of  the  laws  of  the  State  of 
North  Carolina,  of  the  first  part,  and  William  A.  Graham, 
of  the  county  of  Orange  and  State  of  North  Carolina,  of 
the  second  part,  witnesseth  that : 

WHEREAS,  In  pursuance  of  the  powers  and  authorities  in 
it  duly  vested,  the  said  North  Carolina  Railroad  Company 
has  resolved  to  issue  and  negotiate  a  series  of  bonds  to 
amount  in  all  to  the  sum  of  one  million  five  hundred  thou- 
sand dollars  in  the  money  of  the  United  States  of  America, 
which  bonds  are  to  be  equally  secured  by  these  presents  ;  and 
are,  upon  their  face,  to  be  payable  to  the  said  William  A. 
Graham,  or  to  the  bearer,  with  interest  thereon,  payable 
semi-annually  on  the  first  days  of  May  and  November  in  each 
year,  upon  presentation  and  surrender  of  annexed  coupons 
as  they  severally  become  due  ;  and  providing  that  in  case  of 
default  in  the  payment  of  any  half  yearly  installment  of  in- 
terest which  shall  become  payable  and  shall  have  been  de- 
manded,and  the  continuance  of  such  default  for  the  period  of 
six  months  after  such  demand,  the  principal  of  any  bond  upon 
which  such  interest  may  have  accrued,  shall  become  due  in  the 
manner  and  with  the  effect  hereinafter  declared  in  this  deed 
of  trust";  with  further  provisions  upon  their  face,  making 
reference  to  this  deed  of  trust  as  securing  the  same,  and 
entitling  them  to  the  benefit  of  the  sinking  fund  herein 
provided,  and  specifying  the   manner   and   place   in    which 


50 

transfers  of  such  bonds  shall  be  made,  and  that  none  of 
them  shall  become  obligatory  until  authenticated  by  a  cer- 
tificate endorsed  therefor,  and  signed  by  the  trustee  named 
above  or  by  his  successor  as  such  trustee:  such  bonds  be- 
ing in  sums  of  five  hundred  dollars,  or  one  thousand  dol- 
lars each,  running  one  class  for  five,  a  second  for  ten,  and  a 
third  for  twenty  years  from  their  respective  dates,  each  be- 
ing witnessed  by  the  affixed  corporate  seal  of  the  company 
and  the  signatures  of  the  President  and  Treasurer,  and  the 
attached  coupons  being  signed  by  the  Treasurer. 

Now,  therefore,  this  indenture  witnesseth,  that  for  and 
in  consideration  of  the  premises,  and  for  the  sum  of  one 
dollar  to  it  duly  paid  by  the  said  party  of  the  second  part, 
and  in  order  to  secure  the  payment  of  the  principal  and  in- 
terest of  the  said  bonds,  according  to  the  tenor  thereof,  and 
of  the  coupons  thereto  annexed,  the  said  North  Carolina 
Railroad  Company,  the  party  of  the  first  part  hereto,  has 
granted,  bargained  and  sold,  and  by  these  presents  doth 
grant,  bargain,  sell,  convey  and  transfer,  unto  the  said  party 
of  the  second  part,  and  his  successors  and  assigns,  all  and 
singular  the  railroad  of  the  party  of  the  first  part,  or  which 
the  said  party  of  the  first  part  is  by  law  authorized  to  con- 
struct, being  the  line  of  railroad  heretofore  known,  or  here- 
after to  be  known,  as  the  North  Carolina  Railroad,  as  the 
same  now  is  and  hereafter  shall  be  constructed,  extending 
from  the  town  of  Goldsboro,  in  the  county  of  Wayne,  in 
the  State  of  North  Carolina,  to  the  city  of  Charlotte,  in  the 
county  of  Mecklenburg,  including  all  the  railways,  branches, 
ways,  rights  of  way,  depot  grounds,  and  all  lands  in  any 
manner  or  way,  belonging  thereto  or  connected  therewith  ; 
and  all  tracks,  bridges,  viaducts,  fences  and  other  structures,  de- 
pots, station-houses,  engine-houses,  car  houses,  freight-houses, 
wood-houses,  shedsand  other  buildings, and  all  machine  shops, 
and  other  shops  held  or  acquired,  or  hereafter  to  be  held  or 
acquired  by  the  said  company,  its  successors  or  assigns,  for 
use  in  connection  with  the  railroad  of  the  party  of  the  first 


(52) 


part,  or  any  part  thereof,  or  with  the  business  of  the  same; 
and  including  also  all  locomotives,  steam-engines,  tenders, 
cars,  coaches,  and  other  rolling  stock  or  equipment,  and  all 
stationary  engines,  machinery,  tools,  implements,  fuel  and 
materials  for  constructing,  operating,  repairing  or  replacing 
the  said  railroad,  or  any  part  thereof,  or  of  any  of  the  equip- 
ments or  appurtenances  of  the  said  railroad,  or  any  part 
thereof,  and  all  the  machinery  of  all  kinds  in  the  different 
shops  belonging  to  the  said  North  Carolina  Railroad  Com- 
pany, iron,  and  iron  castings,  bellows,  anvils,  tools  and  ma- 
terials of  all  kinds,  copper,  flues,  composition,  cast-steel, 
brass,  paints,  nails,  coal,  lumber,  zinc,  and  all  and  singular 
the  other  personal  property  of  any  nature,  kind,  and  de- 
scription whatsoever,  belonging  to  the  said  North  Carolina 
Railroad  Company,  and  all  the  real  estate,  of  every  kind, 
belonging  to  the  said  North  Carolina  Railroad  Company, 
wheresoever  the  same  may  be  situated,  and  also  all  fran- 
chises connected  with  or  relating  to  the  said  railroad,  or  to 
the  construction,  maintenance,  or  use  of  the  said  railroad, 
and  all  the  property,  franchises,  rights  and  things  of  what- 
soever name  or  nature,  now  held  or  hereafter  to  be  acquired 
by  the  said  party  of  the  first  part  or  its  successors,  together 
with  all  and  singular  the  tenements,  hereditaments,  and  ap- 
purtenances to  the  said  railroad,  lands  and  premises,  or 
either  thereof  belonging,  or  in  anywise  appertaining  ;  and 
the  reversion  and  reversions,  remainder  and  remainders, 
tolls,  incomes,  revenues,  rents,  issues  and  profits  thereof  ; 
and  also  all  the  estate,  right,  title,  interest,  property,  pos- 
session, claim  and  demand  whatsoever,  as  well  in  law  as  in 
equity,  of  the  said  party  of  the  first  part,  of,  in  and  to  the 
same,  and  any  and  every  part  thereof,  with  the  appurten- 
.ar.ces. 

To  have  and  to  hold  the  above  mentioned  and  described 
railroad,  branches,  real  estate,  personal  property  and  prem- 
ises, with  the  appurtenances,  unto  the  said  party  of  the 
second    part    and   his   successors  and   assigns,  to   the  only 


(53) 

proper  use,  benefit  and  behoof  of  the  said  party  of  the  sec- 
ond part,  and  his  successors  and  assigns,  in  trust,  neverthe- 
less, for  the  purposes  herein   expressed,  to-wit  : 

ARTICLE  FIRST. — Until  default  shall  be  made  by  the  said 
party  of  the  first  part,  its  successors  or  assigns,  in  the  pay- 
ment of  the  principal  or  interest,  or  some  part  thereof  of 
the  said  bonds,  or  some  one  of  them,  or  until  default  shall 
be  made  in  some  payment  into  the  sinking  fund  hereinafter 
mentioned,  or  in  some  other  requirement  hereof,  the  said 
party  of  the  first  part,  its  successors  and  assigns,  shall  be 
suffered  and  permitted  to  possess,  manage,  operate  and  en- 
joy the  said  railroad,  with  its  equipments  and  appurte- 
nances ;  and  also  the  lands  and  premises,  property  and  fran- 
chises herein  before  described  ;  and  to  receive,  take  and  use 
the  tolls,  incomes,  revenues,  rents,  issues  and  profits  thereof, 
in  the  same  manner  and  with  the  same  effect  as  if  this 
mortgage  had  not  been  made. 

ARTICLE  Second. — In  case,  first,  default  shall  be  made 
in  the  payment  of  any  interest  on  any  of  the  said  bonds, 
according  to  the  tenor  thereof,  or  of  the  coupons  thereto 
annexed,  or  in  the  payment  of  any  part  of  the  principal  of 
said  bonds  or  any  of  them,  when  the  same  shall  become 
due,  and  that  any  such  default  shall  continue  for  the  period 
of  six  months;  or,  secondly,  in  case  default  shall  be  made 
in  any  payment  by  these  presents  required  to  be  made  into 
the  sinking  fund  hereinafter  mentioned,  and  that  such  de- 
fault shall  continue  for  the  period  of  six  months  ;  or,  thirdly, 
in  case  default  shall  be  made  in  the  performance  or  ob- 
servance of  one  or  other  requirement  thereof,  and  that 
such  last  mentioned  default  shall  continue  for  the  period 
of  six  months,  then,  and  in  either  of  such  cases,  it  shall  be 
lawful  for  the  said  trustee,  or  his  successors,  personally,  or 
by  his  attorneys  or  agents,  to  enter  into  and  upon  all  and 
singular  the  railroads,  lands  and  premises  hereby  conveyed, 


(54) 

or  intended  so  to  be,  and  each  and  every  part  thereof  and 
to  have,  hold  and  use  the  same,  operating  by  his  superin- 
tendents, managers,  receivers  or  servants,  or  other  attor- 
neys or  agents,  the  said  railroads,  and  conducting  the  busi- 
ness thereof,  and  making  from  time  to  time  all  repairs  and 
replacements,  and  such  useful  alterations,  additions  and  im- 
provements thereto  as  may  seem  to  him  to  be  judicious,  and 
to  collect  and  receive  all  tolls,  freights,  incomes,  rents,  issues 
and  profits  of  the  said  railroads,  land  and  premises,  and  of 
every  part  and  parcel  thereof,  and  after  deducting  the  ex- 
penses of  operating  the  said  railroads  and  conducting  the 
business  thereof,  and  all  expenses  incurred  in  the  holding 
and  management  of  said  lands,  and  of  all  the  said  repairs, 
replacements,  alterations,  additions  and  improvements,  and 
all  payments  which  may  be  made  for  taxes,  assessments, 
charges  or  leins,  prior  to  the  lein  of  these  presents,  upon 
the  said  premises,  or  any  part  or  parcel  thereof,  as  well  as 
just  compensation  for  his  own  services,  and  for  the  services 
of  such  attorneys  and  counsel  as  may  have  been  by  him 
employed,  to  apply  the  moneys  arising  as  aforesaid  to  the  pay- 
ment of  interest  on  the  said  bonds,  in  the  order  in  which  such 
interest  shall  have  become  due,  ratably  to  the  persons  hold- 
ing the  coupons  evidencing  the  right  to  such  interest;  and 
after  paying  all  interest  which  shall  have  become  due,  to 
apply  the  said  moneys  to  the  payment  of  the  principal  of 
such  of  the  said  bonds  as  may  be  at  that  time  unpaid,  rata- 
bly and  without  discrimination  or  preference  ;  and  if,  after 
satisfaction  thereof,  a  surplus  shall  remain,  to  pay  over  such 
surplus  to  the  said  company,  its  successors  or  assigns,  or  as 
any  court  of  competent  jurisdiction   shall  order. 

Article  Third.— In  case  default  shall  be  made  as  afore- 
said, and  shall  continue  as  aforesaid,  it  shall  likewise  be  law- 
ful for  the  said  trustee,  or  his  successors,  after  entry  as 
aforesaid,  or  other  entry,  or  without  entry,  personally,  or 
by  his  attorneys  or  agents,  to   sell   and  dispose  of  all  and 


(55) 

singular  the  railroads,  lands  and  premises  hereby  conveyed, 
or  intended  so  to  be,  at  public  auction,  in  the  city  of  Ral- 
eigh, or  at  such  other  place  within  the  State  of  North  Car- 
olina as  the  said  trustee  or  his  successors  shall  designate, 
and  at  such  time  as  he  may  appoint,  having  first  given  no- 
tice of  the  place  and  the  time  of  such  sale  by  advertise- 
ment published  not  less  than  three  times  a  week  for  six 
weeks  in  one  or  more  newspapers  published  in  the  city  of 
New  York,  and  also  in  one  or  more  newspapers  published 
in  the  State  of  North  Carolina,  and  wherever  else  required 
by  law,  and  to  adjourn  the  said  sale  from  time  to  time,  in 
his  discretion  ;  and  if  so  adjourning,  to  make  the  same,  with- 
out further  notice,  at  the  time  and  place  to  which  the  same 
may  be  so  adjourned,  and  to  make  and  deliver  to  the  pur- 
chaser or  purchasers  of  the  said  premises  good  and  suffi- 
cient deed  or  deeds  in  law  for  the  same  in  fee  simple  ;  which 
sale,  made  as  aforesaid,  shall  be  a  perpetual  bar,  both  in  law 
and  equity,  against  the  said  party  of  the  first  part,  its  suc- 
cessors and  assigns,  and  all  other  persons  claiming  or  to 
claim  the  said  premises,  or  any  part  or  parcel  thereof,  by, 
from,  through  or  under  the  said  party  of  the  first  part,  its 
successors  or  assigns  ;  and  after  deducting  from  the  pro- 
ceeds of  such  sale  just  allowances  for  all  expenses  thereof, 
including  attorneys'  and  counsel  fees,  and  all  other  expenses, 
advances  or  liabilities  which  may  have  been  made  or  incur- 
red by  the  said  trustee  in  respect  to  the  said  lands  or  any 
part  or  parcel  thereof,  or  in  operating  or  maintaining  the  said 
railroad  or  any  part  thereof,  or  in  managing  the  business 
thereof  while  in  his  possession,  and  in  arranging  for  and 
completing  the  sale  aforesaid,  and  payments  which  may 
have  been  made  by  him  for  taxes  or  assessments,  and  for 
charges  or  liens  prior  to  the  lien  of  these  presents,  on  the 
said  premises,  or  any  part  thereof,  as  well  as  compensation 
for  his  own  services,  to  apply  the  said  proceeds  to  the  pay- 
ment of  the  principal  of  such  of  the  said  bonds  as  may  be 
at  that  time   unpaid,  whether   or  not  the  same   shall   have 


(56) 

previously  become  due,  and  the  interest  which  shall  at  that 
time  have  accrued  on  the  said  principal,  and  be  unpaid, 
without  discrimination  or  preference,  but  ratably  to  the 
aggregate  amount  of  such  unpaid  principal  and  accrued  and 
unpaid  interest;  and  if,  after  payment  of  the  seme  in  full, 
a  surplus  shall  remain,  to  pay  over  such  surplus  to  the  said 
company,  or  render  the  same  as  any  court  of  competent 
jurisdiction  shall  order. 

And  it  is  hereby  declared  and  agreed,  that  the  receipt  of 
the  said  trustee  shall  be  a  sufficient  discharge  to  the  pur- 
chaser or  purchasers  of  the  premises  which  shall  be  sold  as 
aforesaid,  for  his  or  their  purchase  money,  and  that  such 
purchaser  or  purchasers,  his  or  their  heirs,  executors  or  ad- 
ministrators, shall  not,  after  payment  thereof,  and  having 
such  receipt,  be  liable  to  see  to  the  application  of  such  pur- 
chase money  upon  or  for  the  trusts  or  purposes  of  these 
presents,  or  be  in  any  manner  whatever  answerable  for  any 
loss,  misapplication  or  non-application  of  such  purchase 
money,  or  of  any  part  thereof,  or  be  obliged  to  inquire 
into  the  necessity,  expediency  or  authority  of  or  for  any 
such  sale.  , 

ARTICLE  FOURTH. — At  any  sale  of  the  aforesaid  prop- 
erty, or  any  part  thereof,  whether  made  by  virtue  of  the 
power  herein  granted,  or  by  judicial  authority,  the  trustee 
may,  in  his  discretion,  bid  for  and  purchase,  or  cause  to  be 
bidden  for  and  purchased,  the  property  so  sold,  or  any  part 
thereof,  in  behalf  of  the  holders  of  the  bonds  secured  by 
this  instrument  and  then  outstanding,  in  the  proportion  of 
the  respective  interests  of  such  bondholders,  at  a  reasona- 
ble price,  if  but  a  portion  of  the  said  property  shall  be  sold; 
or  if  all  of  it  be  sold,  at  a  price  not  exceeding  the  whole 
amount  of  such  bonds  then  outstanding,  with  the  interest 
accrued  thereon. 

Article  Fifth. — In   case  default   shall   be  made  in  the 


(57) 

payment  of  any  half  year's  interest  on  any  of  the  said  bonds, 
at  the  time  and  in  the  manner  in  the  coupon  issued  there- 
with provided,  the  said  coupon  having  been  presented  and 
the  payment  of  the  interest  therein  specified  having  been 
demanded,  and  that  such  default  shall  continue  for  the 
period  of  six  months  after  the  said  coupon  shall  have  be- 
come due,  and  been  demanded  as  aforesaid,  then  and  there- 
upon the  principal  of  all  the  said  bonds  shall,  at  the  election 
of  the  trustee,  become  immediately  due  and  payable  ;  but 
at  any  time  before  the  interest  in  arrear  shall  be  paid,  a  ma- 
jority in  interest  of  the  holders  of  the  said  bonds  may,  by 
an  instrument  in  writing  under  their  hands  and  seals,  in- 
struct the  trustee  to  declare  the  said  principal  to  be  due,  or 
to  waive  the  right  so  to  declare,  on  such  terms  and  condi- 
tions as  such  majority  in  interest  shall  deem  proper,  or  may 
annul  or  reverse  the  election  of  the  trustee  :  Provided,  That 
no  action  of  the  trustee  or  bondholders  shall  extend  to,  or 
be  taken  to  affect  any  subsequent  default,  or  impair  the 
rights  resulting  therefrom. 

Article  Sixth. — The  said  trustee  shall,  also,  in  his  dis- 
cretion, have  full  power  to  convey  or  release,  upon  the 
written  request  of  the  North  Carolina  Railroad  Company, 
any  land  acquired  or  held  for  the  purposes  of  stations,  de- 
pots, shops  or  other  buildings,  and  shall  also  have  power  to 
convey  or  release  as  aforesaid,  on  like  request,  any  lands  or 
property  which  in  his  judgment  shall  not  be  necessary  for 
use  in  connection  with  the  said  railroad,  or  which  may  have 
been  held  for  a  supply  of  fuel,  gravel  or  other  material ;  and 
also,  to  convey  or  release  as  aforesaid,  on  like  request,  any 
lands  not  occupied  by  the  track  which  may  become  disused 
by  reason  of  a  change  of  the  location  of  any  station-house, 
depot,  shop,  or  other  adjacent  building  connected  with  the 
said  railroad,  or  any  part  thereof,  and  such  lands  not  occu- 
pied by  the  track  and  adjacent  to  such  station-house,  depot, 
shop  or  other  building  as  the  said   company  may  deem  ex- 


(58) 

pedient  to  disuse  or  abandon  by  reason  of  such  change,  and 
to  consent  to  any  such  change  and  to  such  other  changes 
in  the  location  of  the  track,  or  depot,  or  other  buildings  as 
in  his  judgment  shall  have  become  expedient,  and  to  make 
and  deliver  the  said  instruments  necessary  or  proper  to  carry 
the  same  into  effect  ;  but  any  lands  which  may  be  acquired 
for  permanent  use  in  substitution  for  any  so  released  shall 
be  conveyed  to  the  trustee  upon  the  trusts  of  these  pres- 
ents ;  and  the  trustee  shall  also  have  full  power  to  allow  the 
said  company,  from  time  to  time,  to  dispose  of,  according 
to  its  discretion,  such  portions  of  the  equipment,  machinery 
and  implements  at  any  time  held  or  acquired  for  the  use  of 
the  said  railroad,  as  may  have  become  unfit  for  such  use,  re- 
placing the  same  by  new,  which  shall  be  conveyed  by  the 
said  company  to  the  trustee,  or  to  be  otherwise  made  sub- 
ject to  the  lien  and  operation  of  these  presents. 

Article  Seventh. — On  the  first  day  of  January,  eigh- 
teen hundred  and  sixty-nine,  and  on  the  first  day  of  Janu- 
ary in  each  succeeding  year  thereafter,  the  said  party  of  the 
first  part,  its  successors  and  assigns,  for  the  further  security 
and  ultimate  redemption  of  the  bonds  intended  to  be  se- 
cured hereby,  for  the  creation  of  a  sinking  fund  for  that 
purpose,  shall  pay  to  the  trustee  for  the  time  being,  such 
a  sum  of  money  as  at  the  periods,  when  the  three  classes 
of  bonds  above  mentioned  have  respectively  matured  and 
become  payable,  shall,  in  the  judgment  of  the  trustee,  fur- 
nish a  fund  sufficient  wholly  to  pay  off  and  discharge  such 
bonds,  and  the  trustee  shall  deposit  the  sum  so  paid  over  to 
him  in  the  United  States  Trust  Company  in  the  city  of 
New  York,  or  in  some  other  depository,  which  shall  be  in 
his  judgment  safe.  And  the  said  moneys,  together  with  all 
accumulations  of  interest  thereon,  if  any,  which  may  actu- 
ally come  into  the  hands  or  within  the  disposal  of  the  trus- 
tee, shall  be  laid  out  and  invested  by  him  in  the  purchase 
of  bonds  secured  by  these  presents,  upon   the  most  favora- 


(59) 

ble  terms  on  which  they  can  be  purchased.  The  bonds  so 
purchased,  with  the  coupons  thereto  annexed,  shall  be  imme- 
diately cancelled  by  the  said  trustee,  and  a  certificate  of  the 
numbers  and  amount  of  said  bonds  shall  be  immediately 
furnished  under  his  hand  by  the  said  trustee  to  the  Pres- 
ident of  the  said  North  Carolina  Railroad  Company. 

In  case  bonds  secured  by  these  presents  cannot  be  pur- 
chased upon  favorable  terms,  then  the  said  trustee  may, 
in  his  discretion,  invest  the  said  sinking  fund  moneys  in 
such  securities  as  may,  from  time  to  time,  be  recommended 
to  him  by  the  President  of  the  said  North  Carolina  Rail- 
road Company  for  the  time  being,  or  by  the  board  of  direc- 
tors of  said  company. 

ARTICLE  EIGHTH.  —  It  is  hereby  declared  and  agreed,  that 
it  shall  be  the  duty  of  the  trustee  to  exercise  the  power  of 
entry  hereby  granted,  or  the  power  of  sale  hereby  granted, 
or  both,  or  to  proceed  by  suit  or  suits,  in  equity  or  at  law, 
to  enforce  the  rights  of  the  bondholders  in  the  several  cases 
of  default  herein  specified,  in  the  manner  and  subject  to  the 
qualifications  herein  expressed,  upon  the  requisition  of 
bondholders  herein  required,  as  follows  : 

First. — If  the  default  be  as  to  interest  or  principal  of  any 
of  the  said  bonds,  or  as  to  any  payment  into  the  sinking 
fund  established  by  these  presents,  upon  a  requisition  in 
writing,  signed  by  any  holder  or  holders  of  not  less  than 
one  hundred  of  the  said  bonds,  and  a  proper  indemnifica- 
tion by  such  holder  or  holders  to  the  trustee  against  the 
costs  and  expenses  to  be  by  them  incurred,  it  shall  be  the 
duty  of  the  trustee  to  enforce  the  rights  of  the  bondholders 
under  these  presents  by  entry,  sale,  or  suit  or  suits  in 
equity,  or  at  law,  as  he,  being  advised  by  counsel  learned  in 
the  law,  shall  deem  most  expedient  for  the  interests  of  the 
holders  of  said  bonds  ;  subject  to  the  power  hereby  declared 
of  a  majority  in  interest  of   the  holders  of   said  bonds,  by  a 


((So) 

requisition  in  writing  under  their  hands  and  seals,  to  in- 
struct the  said  trustee  to  waive  such  default  upon  the  ac- 
tual re-payment  of  the  interest  in  arrear,  with  interest 
thereon,  and  the  expenses  incurred  by  reason  thereof,  or 
upon  adequate  indemnity  as  aforesaid,  to  enforce  the  rights 
of  the  bondholders  by  reason  of  such  default  :  Provided, 
That  no  action  of  the  said  trustee  or  bondholders,  or  both, 
in  waiving  such  default  or  otherwise,  shall  extend  to  or  be 
taken  to  affect  any  subsequent  default,  or  to  impair  the 
rights  resulting  therefrom. 

Second.— If  the  default  be  in  the  omission  of  any  act  or 
thing  required  by  these  presents  for  the  furtherassuring  the 
title  of  the  trustee  to  any  property  or  franchises  now  pos- 
sessed, or  hereafter  acquired,  or  in  the  omission  to  comply 
with  any  provision  of  these  presents  to  be  observed,  per- 
formed or  kept  by  the  said  company,  then,  and  in  either  of 
such  cases  the  trustee  may  enforce,  in  his  discretion,  and 
upon  the  requisition  as  aforesaid  of  a  majority  in  amount 
the  holders  of  the  bonds  secured  by  these  presents,  it  shall 
be  his  duty  to  enforce  the  rights  of  the  bondholders  by 
reason  of  such  default,  subject  to  the  power  hereby  declared 
of  a  majority  in  interest  of  the  holders  of  the  said  bonds  by 
requisition  in  writing,  to  instruct  the  said  trustee  to  waive 
such  default,  or,  upon  adequate  indemnity  as  aforesaid,  to 
enforce  the  rights  of  the  bondholders  by  reason  thereof  : 
Provided,  That  no  action  of  the  said  trustee  or  bondholders, 
or  both,  in  waiving  such  default  or  otherwise,  shall  extend 
to  or  be  taken  to  affect  any  subsequent  default,  or  to  impair 
the  rights  resulting  therefrom. 

Article  Ninth. — If  the  party  of  the  first  part  shall  well 
and  truly  pay,  or  cause  to  be  paid,  the  principal  of  the  said 
bonds  when  the  same  shall  become  due,  and  all  interest 
thereon,  when  the  same  shall  have  become  payable,  and 
shall  have    been    demanded,  according   to  the  tenor  of   said 


(6.) 

bonds  and  of  the  coupons  thereunto  annexed,  and  shall  also 
make  the  payments  into  the  sinking  fund  aforesaid  by  these 
presents  required,  and  comply  with  all  other  requirements 
hereof,  according  to  the  true  intent  and  meaning  of  these 
presents,  then  and  in  that  case,  the  estate,  right,  title  and 
interest  of  the' said  party  of  the  second  part,  and  his  suc- 
cessor in  the  trust  hereby  created,  shall  cease,  determine, 
and  become  void,  otherwise  the  same  shall  be  and  remain 
in  full  force  and  virtue. 

ARTICLE  TENTH. — It  is  mutually  agreed  by  and  between 
the  parties  hereto,  that  the  word  "  trustee,"  as  used  in  these 
presents,  shall  be  construed  to  mean  the  trustee  for  the 
time  being,  whether  original  or  new.  And  it  is  mutually 
agreed  by  and  between  the  parties  hereto,  that  the  said  trus- 
tee shall  be  entitled  to  just  compensation  for  all  services 
which  he  may  hereafter  render  in  his  trust,  to  be  paid  by 
the  said  company,  or  out  of  the  income  of  the  property,  and 
for  that  purpose  may  at  any  time  apply  to  the  courts  with- 
out notice  to  any  person,  except  the  said  party  of  the  first 
part,  its  successors  or  assigns;  that  the  said  trustee,  or  any 
successor,  may  resign,  or  discharge  himself  of  the  trust 
created  by  these  presents  by  notice  .in  writing  to  the  said 
company,  three  months  before  such  resignation  shall  take 
effect,  or  such  shorter  time  as  they  may  accept  as  adequate 
notice,  and  upon  the  due  execution  of  the  conveyances 
hereinafter  required. 

That  in  case  at  any  time  hereafter  the  said  trustee,  or 
any  trustee  hereafter  appointed,  shall  die  or  resign,  or  be- 
come incapable  or  unfit  to  act  in  the  said  trust,  a  successor 
to  such  trustee  shall  be  appointed  by  the  said  company,  and 
the  trustee  so  appointed  shall  thereupon  become  vested 
with  all  and  singular  the  powers,  authorities  and  estates 
granted  to  or  conferred  upon  the  party  of  the  second  part 
of  these  presents,  and  all  the  rights  and  interests  requisite 
to  enable  him  to   execute   the  purposes   of  this  trust,  with- 


(62) 

out  any  further  assurance  or  conveyance,  so  far  as  such  ef- 
fect may  be  lawful;  but  the  trustee  resigning,  or  becoming 
unfit  to  act,  or  the  representatives  of  him  so  becoming  in- 
capable or  dying  shall  immediately  execute  all  such  con- 
veyances and  other  instruments  as  may  be  fit  or  expedient 
for  the  purpose  of  assuring  the  legal  estate  in  the  premises 
to  the  trustee  so  appointed  ;  and  upon  the  death,  resigna- 
tion or  removal  by  any  court  of  competent  jurisdiction,  of 
any  trustee,  or  an  appointment  in  his  place  in  pursuance  of 
these  presents,  all  his  powers  and  authorities  by  virtue 
hereof  shall  cease :  Provided,  nevertheless,  And  it  is  hereby 
declared  and  agreed,  that  in  case  it  shall  at  any  time  here- 
after prove  impracticable,  after  reasonable  exertions,  to  ap- 
point, in  the  manner  herein  before  provided,  a  successor  in 
any  vacancy  which  may  have  happened  in  said  trust,  appli- 
cation in  behalf  of  all  the  holders  of  the  bonds  secured 
hereby,  may  be  made  by  holders  of  the  bonds  secured 
hereby  to  the  aggregate  amount  of  one  hundred  thousand 
dollars,  to  any  Circuit  Court  of  the  United  States,  for  any 
Judicial  District  in  which  any  part  of  the  aforesaid  rail- 
roads, or  either  of  them,  may  be  situate,  or  to  any  other 
court  of  competent  jurisdiction,  for  the  appointment  of  a 
new  trustee. 

And  the  said  party  of  the  first  part,  for  itself,  its  succes- 
sors or  assigns,  in  consideration  of  the  premises,  and  of  one 
dollar  to  it  duly  paid  by  the  said  party  of  the  second  part, 
the  receipt  whereof  is  hereby  acknowledged,  hereby  cove- 
nants and  agrees  to  and  with  the  said  party  of  the  second 
part,  and  his  successors  and  assigns,  that  whenever,  and  as 
often  as  the  said  party  of  the  first  part,  its  successors  or  as- 
signs, shall  hereafter  acquire  any  lands,  or  any  equipment, 
or  any  other  property  or  things  of  whatever  name  or  na- 
ture, for  use  in  connection  with  the  said  railroad,  or  any 
part  of  either  thereof,  or  shall  acquire  any  other  property, 
rights,  franchises  or  things  whatsoever,  the  said  party  of 
the  first  part,  its  successors  and    assigns,  shall  and    will   ac- 


(63) 

quire,  possess  and  hold  the  same,  and  every  part  and  parcel 
thereof,  upon  and  subject  to  the  trusts  of  this  indenture, 
until  conveyance  thereof,  in  pursuance  of  the  covenant  next 
hereinafter  contained,  shall  be  duly  made  and  delivered  to 
the  said  party  of  the  second  part,  or  his  successors  in  the 
trust  by  these  presents  created. 

And  the  said  party  of  the  first  part,  for  itself,  its  succes- 
sors and  assigns,  in  consideration  of  the  premises,  and  of 
one  dollar  to  it  duly  paid  by  the  said  party  of  the  second 
part,  the  receipt  whereof  is  hereby  acknowledged,  hereby  cov- 
enants and  agrees  to  and  with  the  said  party  of  the  second 
part,  his  successors  and  assigns,  that  the  said  party  of  the 
first  part,  its  successors  and  assigns,  shall  and  will,  from 
time  to  time,  and  at  all  times  hereafter,  and  as  often  as 
thereunto  requested  by  the  trustee  under  this  indenture^ 
execute,  deliver  and  acknowledge  all  such  further  deeds, 
conveyances  and  assurances  in  the  law  for  the  better  assur- 
ing unto  the  said  party  of  the  second  part,  and  his  succes- 
sors in  said  trust,  upon  the  trust  herein  expressed,  the  rail- 
roads, equipments,  appurtenances,  franchises,  property  and 
things  herein  before  mentioned,  and  to  which  the  said  com- 
pany is  or  may  hereafter,  for  any  reason,  become  entitled, 
or  which  the  said  company,  its  successors  or  assigns,  may 
in  any  manner  acquire,  and  also  all  other  property,  rights,  fran- 
chises and  things  whatsoever  which  may  hereafter  be  acquired 
by  the  said  party  of  the  first  part,  its  successors  or  assigns, 
as  by  the  said  trustee,  or  his  counsel  learned  in  the  law, 
shall  be  reasonably  advised,  devised  or  required.  And  it  is 
also  mutually  understood  and  agreed  between  the  parties 
hereto,  that  the  said  party  of  the  second  part,  and  his  suc- 
cessors in  said  trusts,  shall  be  accountable,  liable  or  respon- 
sible for  reasonable  care  and  diligence  only  in  the  perform- 
ance of  the  trusts  hereby  created,  and  in  the  management 
of  the  said  estate  and  property  in  like  manner  as  a  bailee 
without  reward,  and  shall  not  be  accountable,  liable  or  re- 
sponsible for  the  acts  of  any   agent,   depository,  or  substi- 


(64) 


tute  employed  by  him  when  such  agent,  depository  or 
substitute  shall  have  been  selected  with  reasonable  dis- 
cretion. 

In  witness  whereof,  the  said  party  of  the  first  part  has 
caused  its  corporate  seal  to  be  hereto  affixed,  and  the  same 
to  be  attested  by  the  signatures  of  its  President  and  two  of 
its  directors,  and  the  said  party  of  the  second  part  has  here- 
unto set  his  hand  and  seal  to  evidence  his  acceptance  of  the 
trust  hereby  created,  the   day   and   year  first  above  written. 


[SEAL.] 


Sealed  and  delivered  in    ) 
the  presence  of  ) 


Memorandum. — Stamps,  to  the  amount  of  fifty  cents  upon 
the  five  hundred  dollar  bonds,  and  one  dollar  upon  the  one 
thousand  dollar  bonds,  are  affixed  to  each  bond  herein  se- 
cured upon  its  being  issued. 


APPENDIX. 


DEED     TO     THE     RICHMOND    AND     DANVILLE    RAILROAD 
COMPANY. 

THIS  Deed,  made  this  nth  day  of  September,  1871, 
by  and  between  the  North  Carolina  Railroad  Company,  a 
corporation  incorporated  by  the  State  of  North  Carolina, 
of  the  one  part,  and  the  Richmond  and  Danville  Railroad 
Company,  a  corporation  incorporated  by  the  State  of  Vir- 
ginia, of  the  other  part,  witnesseth  :  That  whereas  it  is  pro- 
vided by  the  nineteenth  section  of  the  charter  of  the  North 
Carolina  Railroad  Company.  "  that  the  said  company  may, 
when  they  see  fit,  farm  out  their  right  of  transportation 
over  said  road,  subject  to  the  rules  above  mentioned  ;  and 
the  said  company,  and  every  person  who  may  have  received 
from  them  the  right  of  transportation  of  good?,  wares,  and 
produce,  shall  be  deemed  and  taken  to  be  a  common  car- 
rier, as  respects  all  goods,  wares,  produce,  and  merchandise, 
entrusted  to  them  for  transportation." 

And  whereas,  by  an  act  of  the  General  Assembly  of  Vir- 
ginia, approved  July  nth,  1870,  entitled  "  An  act  to  amend 
the  second  section  of  an  act  entitled  an  act  to  authorize  the 
Richmond  and  Danville  Railroad  Company  to  lease,  hold, 
and  operate  the  Piedmont  Railroad,  passed  February  15th, 
1866,"  the  Richmond  and  Danville  Railroad  Company  was 
duly  authorized  to  make  with  any  other  railroad  or  trans- 
portation company  any  contract  for  the  acquisition,  by 
lease  or  otherwise,  of  the  railway  of  such  other  company, 
its  franchises  and  property,  deemed  judicious  by  the  Rich- 
mond  and   Danville    Railroad   Company   "  in    promoting  a 

5 


(66) 

connection  business"  between  its  own  line  or  said  Pied- 
mont Railroad  and  other  roads,  with  the  full  right  on  the 
part  of  the  Richmond  and  Danville  Railroad  Company 
to  hold,  use  and  enjoy  the  same  as  the  proper  franchises 
and  property  of  the  Richmond  and  Danville  Railroad 
Company  : 

And  whereas,  by  virtue  and  in  pursuance  of  said  act  of 
July  nth,  1870,  the  Board  of  Directors  of  the  Richmond 
and  Danville  Railroad  Company  did,  on  the  iithdayof 
July,  1871,  adopt  the  following  resolution  : 

"WHEREAS,  by  an  act  of  the  General  Assembly  of  Vir- 
ginia, approved  July  nth,  1870,  the  Richmond  and  Dan- 
ville Railroad  Company  was  duly  authorized  to  acquire, 
by  lease  or  otherwise,  the  road,  franchises,  and  property 
of  any  other  railroad  company  which  it  might  deem  judi- 
cious to  acquire  to  promote  a  connection  business  be- 
tween its  own  or  the  Piedmont  Railroad,  and  the  road  of 
any  other  railroad  or  transportation  company ;  and  to 
hold,  use,  and  enjoy  the  same,  as  the  proper  franchises 
and  property  of  the  Richmond  and  Danville  Railroad 
Company;  and,  whereas  it  is  now  deemed  judicious  by 
this  board,  in  promoting  a  connection  business  with 
Southern  railroads,  that  the  Richmond  and  Danville  Rail- 
road Company  should  acquire,  by  lease,  the  entire  railroad 
of  the  North  Carolina  Railroad  Company,  in  the  State  of 
North  Carolina,  with  all  its  works,  property,  and  fran- 
chises, or  a  part  of  said  road,  property,  works  and  fran- 
chises :     Be  it  therefore! 

"Resolved,  That  the  President  of  this  company  be,  and 
he  is  hereby,  authorized  and  instructed  to  contract  with 
the  North  Carolina  Railroad  Company  for  a  lease  of  the 
entire  railroad  of  the  said  North  Carolina  Railroad  Com- 
pany, with  all  its  works,  property,  and  franchises,  or  any 
part  of  said  road,  works,  property,  and  franchises,  for  such 
term  of  years,  and  on  such  terms  as  to  said  President  of 
the  Richmond  and  Danville  Railroad  Company  may  seem 


(67) 

"  proper  and  judicious;  and  he  is  hereby  authorized,  with- 
"  out  further  authority  or  instructions,  to  conclude  and  ex- 
"  ecute,  in  behalf  of  the  Richmond  and  Danville  Railroad 
"  Company,  all  contracts  and  deeds  which  may  become 
"  necessary  to  carry  into  full  effect  the  object  of  this  reso- 
"  lution." 

And  whereas,  it  now  seems  to  the  North  Carolina  Rail- 
road Company  to  be  fit  and  judicious,  and  to  the  advantage 
of  the  said  company,  to  "  farm  out  "  their  entire  railroad,, 
with  all  the  franchises,  rights  of  transportation,  works  and 
property  thereunto  belonging  and  used,  and  connected  there- 
with, to  the  Richmond  and  Danville  Railroad  Company 
aforesaid  for  a  term  of  years : 

Now  this  deed  further  witnesseth,  that  in  consideration 
of  the  several  sums  of  money,  rents,  covenants  and  agree- 
ments hereinafter  specified  and  agreed  to  be  paid,  kept  and 
performed  by  the  Richmond  and  Danville  Railroad  Com- 
pany, the  said  party  of  the  first  part,  namely,  the  North 
Carolina  Railroad  Company,  hath,  demised,  let,  hired, 
"  farmed  out  "  and  delivered,  and  by  these  presents  doth 
demise,  let,  hire,  "  farm  out  "  and  deliver  to  the  said  party 
of  the  second  part,  namely,  the  Richmond  and  Danville 
Railroad  Company,  the  entire  railroad  of  said  party  of  the 
first  part,  with  all  its  franchises,  rights  of  transportation,, 
works  and  property,  including,  among  other  things,  its  su- 
perstructure, road-bed  and  right  of  way  incident  thereto, 
situate  in  the  State  of  North  Carolina,  and  leading  from 
the  town  of  Goldsboro',  in  the  county  of  Wayne,  to  the 
town  or  city  of  Charlotte,  in  the  county  of  Mecklenburg, 
in  said  State  ;  and  also  the  depot  houses,  shops,  buildings, 
fixtures,  engines,  cars,  and  all  franchises,  rights  and  privil- 
eges, and  other  things,  if  any,  of  whatsoever  kind  or  na- 
ture to  the  said  North  Carolina  Railroad  Company  belong- 
ing, and  necessary,  incident  and  appurtenant  to  the  free, 
easy   and    convenient   operation    and    use   of    the   railroad 


(68) 

leased  hereby,  and  now  or  heretofore  used  in  that  behalf, 
for  the  full  term  of  thirty  (30)  years  from  and  after  the  12th 
day  of  September,  1871,  fully  to  be  completed  and  ended, 
commencing  on  said  12th  day  of  September,  1871.  And 
the  North  Carolina  Railroad  Company  aforesaid,  for  itself, 
its  successors  and  assigns,  doth  covenant  and  agree  with  the 
Richmond  and  Danville  Railroad  Company  aforesaid,  its 
successors  and. assigns,  that  the  latter  company,  its  succes- 
sors and  assigns,  shall,  during  the  entire  term  aforesaid,  have 
and  enjoy  quiet,  peaceable  and  uninterrupted  possession  of 
all  the  property,  rights, privileges,  franchises  and  estate  herein 
above  "  farmed  out  "  and  leased  by  the  North  Carolina 
Railroad  Company  aforesaid  to  the  Richmond  and  Danville 
Railroad  Company  aforesaid.  And  for  and  in  consideration 
of  such  demising,  letting,  hiring-  "  farming  out  "  and  de- 
Jivering  of  said  railroad,  works  and  property,  including 
road-bed,  superstructure,  right  of  way  and  of  transporta- 
tion, depots,  houses,  buildings,  shops,  fixtures,  engines,  cars, 
franchises  and  privileges,  and  other  things  incident  and  ap- 
purtenant thereto,  the  Richmond  and  Danville  Railroad 
Company,  on  its  part,  doth  covenant  with  and  oblige  itself 
to  the  North  Carolina  Railroad  Company  to  pay  to  it  a  rent 
of  two  hundred  and  sixty  thousand  dollars  ($260,000)  per 
annum,  payable  as  follows,  to  wit:  the  sum  of  seventy- 
eight  thousand  dollars  ($78,000)  on  the  first  day  of  Janu- 
ary, 1S72,  and  thereafter  the  sum  of  one  hundred  and  thirty 
thousand  dollars  ($130,000)  semi-annually,  to  wit :  on  the 
first  days  of  July  and  January  in  each  and  every  year  of 
said  term,  until  the  same  be  fully  completed  and  ended  ; 
said  semi-annual  payments  to  commence  on  the  first  day  of 
July,  1872  ;  and  to  secure  the  prompt  and  faithful  payment 
of  the  said  rent  as  above  stipulated  to  be  paid,  the  said 
party  of  the  second  part  doth  covenant  with  and  oblige 
itself  unto  the  said  party  of  the  first  part,  to  deposit  and 
keep  on  deposit  in  the  First  National  Bank  of  Charlotte, 
North  Carolina,  or  in  such  other  bank  or  banks  as  may  be 


(69) 

approved  by  the  directors  of  the  North  Carolina  Railroad 
Company,  from  year  to  year,  and  all  the  time  pending  said 
term,  the  sum  of  one  hundred  and  thirty  thousand  dollars 
($130,000)  in  cash  or  its  equivalent,  at  all  times  in  United 
States  bonds,  or  railroad  company  bonds,  or  other  accepta- 
ble bonds  ;  which  said  sum  of  money,  or  its  such  equiva- 
lent, may  be  applied  by  the  said  party  of  the  first  part  to 
the  satisfaction  and  discharge  of  any  such  sum  of  money 
so  semi-annually  due  and  remaining  unpaid  ;  and  in  case  of 
any  such  last-named  application  of  such  deposit,  then  to 
renew  the  same  from  time  to  time  as  often  as  such  applica- 
tion of  any  such  deposit  may  become  necessary.  And  the 
North  Carolina  Railroad  Company  aforesaid,  for  itself,  its 
successors  and  assigns,  doth  covenant  and  agree  with  the 
Richmond  and  Danville  Railroad  Company  aforesaid,  its 
successors  and  assigns,  that  the  latter  company,  as  a  full 
compliance  with  its  covenant  aforesaid  to  deposit  railroad 
company  or  other  acceptable  bonds,  may,  if  it  shall  elect  so 
to  do,  deposit  the  following  bonds,  to  wit  :  Of  the  first 
mortgage  bonds  of  the  Richmond  and  Danville  Railroad 
Company,  seventy  thousand  dollars  ($70,000)  ;  of  the  first 
mortgage  bonds  of  the  Piedmont  Railroad  Company,  eighty 
thousand  dollars  ($80,000)  ;  and  of  the  first  mortgage  bonds 
of  the  Atlanta  and  Richmond  Air-Line  Railway  Company, 
•fifty  thousand  dollars  ($50,000) ;  the  deposit  of  which  bonds 
the  North  Carolina  Railroad  Company,  for  itself,  its  suc- 
cessors and  assigns,  hereby  agrees  to  regard  and  accepts  as  a 
full  compliance  with  the  covenant  aforesaid  ;  but  any  bonds  so 
deposited,  shall  be  deposited  and  held  in  such  manner  as  to 
enable  the  said  Richmond  and  Danville  Railroad  Company 
to  draw  the  interest  accruing  thereon  from  time  to  time  as 
the  same  shall  become  due  and  payable :  Provided,  The 
said  Richmond  and  Danville  Railroad  Company  shall  faith- 
fully perform  its  covenant  to  pay  the  semi-annual  rent  afore- 
said as  it  may  accrue.  And  should  the  market  value  of 
said  bonds  so  deposited  at  any  time   become   reduced    to  a 


(7o) 

sum  less  than  one  hundred  and  fifty  thousand  dollars  ($150,- 
000),  then  the  said  Richmond  and  Danville  Railroad  Com- 
pany agrees  and  binds  itself  to  increase  said  deposit  so  as 
to  keep  the  market  value  thereof  at  all  times  equal  to  the 
said  sum  of  one  hundred  and  fifty  thousand  dollars  ($150,- 
000).  And  for  the  consideration  aforesaid,  the  said  party 
of  the  second  part  doth  covenant  with  and  oblige  itself 
unto  the  said  party  of  the  first  part  to  keep  the  said  rail- 
road, road-bed,  superstructure,  depots,  buildings,  houses, 
shops,  engines,  cars,  fixtures,  and  other  property  of  every 
kind  and  every  part  thereof  so  hired,  let,  "  farmed  out"  and 
delivered,  in  equally  as  good  condition  and  repair  as  when 
so  delivered  to  it,  or  to  keep,  in  the  place  of  the  same,  like 
things  of  equally  good  condition  and  repair;  and  to  return, 
at  the  end  of  the  said  term  of  thirty  (30)  years,  or  at  the 
termination  of  said  lease,  to  the  said  party  of  the  first  part 
the  said  railroad,  road-bed,  superstructure,  depots,  houses, 
buildings,  shops,  engines,  cars,  fixtures  and  other  property, 
and  all  and  every  part  thereof,  in  as  good  condition  and  re- 
pair as  when  so  delivered  to  said  party  of  the  second  part ; 
or  other  property,  when  any  part  of  said  property  shall  be 
worn  out,  destroyed  or  abandoned,  as  good  in  quality  and 
substance  and  in  like  good  order  and  repair.  And  for  the 
faithful  keeping  and  performance  of  the  covenant  and  obli- 
gation last  aforesaid,  the  said  party  of  the  second  part  doth 
covenant  with  and  oblige  itself  unto  the  party  of  the  first 
part  to  execute  to  the  said  party  of  the  first  part  a  bond, 
good  and  sufficient  at  all  times  in  the  ability  of  its  makers 
to  pay,  in  the  sum  of  one  hundred  and  thirty  thousand  dol- 
lars ($130,000),  conditioned  for  the  faithful  keeping  and  per- 
formance of  said  last  named  covenant. 

But  the  said  party  of  the  second  part  is  to  be  at  liberty 
at  the  termination  of  the  lease  aforesaid  (its  covenants 
aforesaid  having  been  fully  and  in  good  faith  complied 
with)  to  remove  or  otherwise  dispose  of  as  its  own,  any  and 
all  property  and  improvements  placed  upon  the  said   North 


(70 

Carolina  Railroad,  or  used  in  connection  therewith  by  said 
party  of  the  second  part,  and  not  included  in  its  said  cove- 
nant with  the  party  of  the  first  part  to  maintain  in  repair 
and  return  in  proper  condition  the  road  and  property  above 
leased  ;  such  removal  or  other  disposition  to  be  made  within 
four  months  from  and  after  the  termination  of  said  lease  ; 
and  if  not  so  removed,  the  same  to  become  thereafter  the 
absolute  property  of  the  North  Carolina  Railroad  Company. 
And  for  the  considerations  aforesaid,  the  said  party  of  the 
second  part  doth  covenant  with  and  oblige  itself  unto  the 
said  party  of  the  first  part,  that  the  said  party  of  the  second 
part  will  not  at  any  time  during  said  term,  fix  or  establish 
the  rates  of  freights  called  "local  freight,"  at  a  higher  av- 
erage price  or  rate  from  station  to  station  than  the  average 
rate  for  "local  freight"  tariff,  as  fixed,  established,  and 
printed  by  the  said  party  of  the  first  part  on  the  1st  day  of 
September,  A.  D.  1S69,  and  the  local  passenger  fare  shall 
not  exceed  the  local  rates  as  fixed  and  established  on  the 
date  last  above  named.  And  for  the  consideration  afore 
said,  the  said  party  of  the  second  part,  for  itself,  its  succes- 
sors and  assigns,  doth  covenant  with  and  oblige  itself  unto 
the  said  part  of  the  first  part,  to  indemnify  and  save  harm 
less  the  said  party  of  the  first  part,  against  and  from  any 
and  all  damages  which  may  be  recovered  from  or  against  it, 
according  to  law,  by  reason  of  any  failure  of  the  said  party 
of  the  second  part  to  perform,  in  all  things,  its  duties  and 
obligations  as  a  common  carrier,  whereby  the  said  party  of 
the  first  part  may  become  liable  in  law  to  any  party  injured, 
or  sustaining  injury,  in  his  or  her  person  or  property.  And 
the  said  party  of  the  first  part,  for  the  consideration  afore- 
said, for  itself,  its  successors  and  assigns,  doth  covenant  with 
and  oblige  itself  unto  the  said  party  of  the  second  part,  its 
successors  and  assigns,  that  its  stockholders  and  directors 
will  not  do  anything  or  take  any  action,  as  such  stockhold- 
ers and  directors,  that  may  or  can  interfere  in  any  way 
-whatsoever  with  the  free  use  and  operation  and  convenience 


(72) 

of  said  railroad  and  other  property  so  hired,  let,  "  farmed 
out,"  and  delivered  by  the  said  party  of  the  second  part, 
according  to  the  terms  and  intents  of  these  presents. 

It  is  further  agreed  between  the  said  parties,  that  if  the 
Richmond  and  Danville  Railroad  Company  shall  make  de- 
fault in  the  payment  of  the  sums  of  money  they  have 
agreed  to  pay  on  the  1st  day  of  January,  1872,  and  semi-an- 
nually thereafter,  for  thirty  days  or  more  after  the  same 
shall  become  due  and  payable,  or  if  they  make  such  default 
in  the  payment  of  any  part  thereof,  or  if  they  fail  to  keep 
on  deposit  such  sum  of  money,  or  its  equivalent  in  bonds, 
as  they  have  covenanted  with  and  obliged  themselves  to  the 
North  Carolina  Railroad  Company  to  do,  then  the  said  North 
Carolina  Railroad  Company  shall,  upon  giving  to  the  Rich- 
mond and  Danville  Railroad  Company  at  least  thirty  days' 
notice,  have  the  right,  should  the  Richmond  and  Danville 
Railroad  Company  still  remain  in  default,  to  dispose  of  and 
apply  the  deposit  to  any  unpaid  rent,  and  to  enter  upon  and 
resume  possession  of  said  railroad  and  all  said  other  prop- 
erty, rights,  franchises,  &c,  of  every  kind  and  description  : 
Provided,  nevertheless,  this  stipulation  shall  not  be  so  con- 
strued as  to  abridge  or  discharge  any  of  the  said  covenants 
which  require  and  provide  for  the  payment  of  such  semi-an- 
nual rent,  and  for  every  part  thereof  and  for  the  return  of 
the  said  railroad  and  other  property,  according  to  the  terms 
of  such  covenants,  at  any  termination  of  said  term  :  And 
provided  further,  that  the  same  shall  be  so  construed  that 
the  said  party  of  the  first  part  shall  be  entitled  to  all  the 
rent  due  at  any  termination  of  said  lease,  and  to  have  the 
said  road  and  other  property  of  every  kind  returned  as 
aforesaid  to  the  said  party  of  the  first  part,  or  damages  for 
any  failure  to  so  return  the  same,  not  exceeding  the  sum  of 
two  hundred  and  sixty  thousand  dollars,  ($260,000). 

It  is  further  agreed  by  and  between  the  said  parties,  that 
a  fair  valuation  and  inventory  of  said  railroad,  and  all  and 
every  part  and  parcel  of  said  other  property,  shall  be  made 


(73) 

and  taken  at  once  by  two  competent  experts,  one  to  be  se- 
lected by  the  party  of  the  first  part,  and  the  other  by  the 
party  of  the  second  part,  who  shall,  in  case  of  disagree- 
ment, select  an  umpire  ;  and  the  valuation  and  inventory  so 
made  and  taken  shall  be  final,  and  shall  be  kept  recognized, 
and  acted  upon  at  all  times;  and  annually,  in  the  first  week 
of  October  of  each  year,  a  like  valuation  and  inventory 
shall  be  made  and  taken  by  like  competent  experts  and 
their  umpire,  to  be  chosen  as  aforesaid  :  and  in  case  said 
railroad  and  said  property  are  not  in  like  good  condition 
and  repair  as  provided  in  the  several  covenants  as  aforesaid, 
then  the  said  party  of  the  second  part  may  have  until  the 
first  day  of  January  next  after  such  default  so  to  make 
good  said  railroad  and  said  other  property  ;  and  the  said 
party  of  the  fir^t  part  shall  not  have  the  right  to  enter  and 
take  possession  of  said  railroad  and  other  property,  for  such 
default  and  breach  of  such  covenants,  until  the  said  first 
day  of  January  next  after  such  default;  and  not  then  on 
such  account,  if  such  default  in  the  meantime  shall  be  re- 
paired, to  the  satisfaction  of  said  experts  or  their  said  um- 
pire. 

It  is  further  agreed,  by  and  between  said  parties,  that  at 
any  termination  of  said  lease  and  term,  whether  by  its  own 
limitation  or  otherwise,  the  said  railroad  and  all  the  said 
other  property  of  every  kind  whatsoever,  shall  be  valued, 
and  an  inventory  thereof  taken  by  like  competent  experts 
and  their  umpire  to  be  selected  as  aforesaid. 

It  is  further  agreed,  by  and  between  said  parties,  that  if 
the  said  lease  shall  be  determined  otherwise  than  by  its 
own  limitation,  the  said  party  of  the  first  part  shall  only 
be  entitled  to  have  the  rent  due  at  such  termination  thereof, 
and  to  have  said  railroad  and  all  and  every  part  and  parcel 
of  said  property  so  returned  to  it  :  or  damages  for  failure 
so  to  do,  not  exceeding  the  sum  of  two  hundred  and  sixty 
thousand  dollars  ($260,000),  and  indemnity  for  any  loss  it 
may  have  sustained  by  reason  of  any  default  or  neglect  of 
the  said  party  of  the  second  part,  as  common  carriers. 


(74) 

It  is  further  agreed,  by  and  between  slid  parties,  that 
the  said  party  of  the  second  part  shall  not  be  required  to 
pay  any  State  or  other  taxes  on  account  of  said  railroad  or 
other  property,  or  any  part  thereof,  exceeding  the  sum  of 
ten  thousand  dollars  ($10,000)  per  annum,  during  said  term  ; 
but  the  said  party  of  the  second  part  doth  covenant  with 
and  oblige  itself  unto  the  said  party  of  the  first  part  to  pay 
taxes  to  the  said  State  of  North  Carolina  to  a  sum  not  ex- 
ceeding ten  thousand  dollars  ($1 0,000)  per  annum  during 
said  term,  if  such  and  so  much  taxes  shall  be  lawfully  im- 
posed on  said  railroad  and  other  property,  or  any  part 
thereof. 

It  is  further  understood  and  agreed  by  and  between  said 
parties,  that  the  said  party  of  the  second  part  shall  not  be 
required  to  make  good  any  loss  by  fire  or  other  unavoida- 
ble casualty,  other  than  the  loss  or  injury  from  such  cause 
to  the  roadway,  superstructure,  engines,  cars  and  depot  build- 
ings ;  nor  shall  the  said  party  of  the  second  part  be  required 
to  make  good  any  loss  or  injury,  either  to  the  property  last 
above  designated  or  any  other  property  leased  hereby,  if 
such  loss  or  injury  result  from  the  act  of  God  or  the  public 
enemy. 

It  is  further  agreed  by  and  between  the  parties,  that  the 
said  party  of  the  second  part  shall  have  leave  to  change 
any  shops,  tracks,  houses  and  other  things  in  such  way  as 
to  promote  the  convenience  of  shipment  of  freights,  travel, 
and  the  safety  of  the  road  and  said  property,  without 
charge  to  the  party  of  the  first  part  ;  and  also  shall  have 
leave,  without  charge  to  the  party  of  the  first  part  as  afore- 
said, to  change  the  gauge  of  the  said  railroad  track  ;  but 
should  the  Richmond  and  Danville  Railroad  Company 
change  the  gauge  of  said  railroad  track,  they  do  hereby 
covenant  and  agree  with  the  North  Carolina  Railroad  Com- 
pany again  to  change  the  gauge  of  said  road  to  what  it  now 
is,  at  the  termination  of  said  lease,  if  required  so  to  do  by 
the  North  Carolina  Railroad  Company. 


(75) 

In  witness  whereof,  the  said  North  Carolina  Railroad 
Company,  by  WiL  IAM  A.  SMITH,  its  President,  acting  for 
and  on  its  behalf,  and  the  said  Richmond  and  Danville  Rail- 
road Company,  by  A.  S  BUF*)RD,  its  President,  acting  for 
and  on  its  behalf,  have  caused  the  corporate  seals  of  their 
respective  corporations  to  be  affixed  hereto,  and  the  same 
to  be  signed  by  their  respective  Presidents  aforesaid. 

THE  NORTH  CAROLINA  RAILROAD  COMPANY, 

By  W  A.  Smith,  President. 

Official  signature  of  \  [L.  S.] 

Pres't  N.  C.  R.  R.  Co.  f 

Charles  M.  Crump,  And.  &  Sec. 

THE  RICHMOND  &  DANVILLE    R.  R.  COMPANY, 

By  A.  S.  BUFORD,  President. 
[L.    S.] 
Witness:  G.  M.  Lea. 


Microfilmed 
SOLINET/ASERL  PROJECT 


